Exhibit 4.1


 


CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP.,

Depositor,


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

Master Servicer,


RIALTO
CAPITAL ADVISORS, LLC,

Special Servicer,


PENTALPHA
SURVEILLANCE LLC,

Operating Advisor,


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator,



and


Wells
Fargo Bank, National Association,

Trustee




	 	 	 


POOLING AND SERVICING AGREEMENT

Dated as of August 1, 2015




	 	 	 




Commercial Mortgage Pass-Through Certificates

Series 2015-C3


 






    	 



    	 



    







 


TABLE OF CONTENTS


	 	 	 
	 	 	Page
	 	 
	ARTICLE I	 
	 	 	 
	DEFINITIONS	 
	 	 
	Section 1.01	Defined Terms	4
	Section 1.02	Certain Calculations	111
	Section 1.03	Certain Constructions	115
	 	 
	ARTICLE II	 
	 	 	 
	CONVEYANCE OF MORTGAGE LOANS;	 
	ORIGINAL ISSUANCE OF CERTIFICATES	 
	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	115
	Section 2.02	Acceptance by the Trustee, the Custodian and the Certificate Administrator	119
	Section 2.03	Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties	121
	Section 2.04	Representations and Warranties of the Depositor	126
	Section 2.05	Representations, Warranties and Covenants of the Master Servicer	128
	Section 2.06	Representations, Warranties and Covenants of the Special Servicer	130
	Section 2.07	Representations and Warranties of the Trustee	131
	Section 2.08	Representations and Warranties of the Certificate Administrator	133
	Section 2.09	Representations, Warranties and Covenants of the Operating Advisor	134
	Section 2.10	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	136
	Section 2.11	Miscellaneous REMIC and Grantor Trust Provisions	136
	 	 	 
	ARTICLE III	 
	 	 	 
	ADMINISTRATION AND SERVICING	 
	OF THE MORTGAGE LOANS	 
	 	 	 
	Section 3.01	Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements; Non-Serviced Mortgage Loans	137
	Section 3.02	Liability of the Master Servicer	147
	Section 3.03	Collection of Certain Mortgage Loan Payments	148
	Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	149
	Section 3.05	Collection Account; Distribution Accounts; Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account	152
	Section 3.05A	Serviced Whole Loan Custodial Account	155


 






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	Section 3.06	Permitted Withdrawals from the Collection Account	157
	Section 3.06A	Permitted Withdrawals from the Serviced Whole Loan Custodial Account	162
	Section 3.07	Investment of Funds in the Collection Account, the Excess Interest Distribution Account, the REO Account, the Interest Reserve Account, the Mortgagor Accounts, the Excess Liquidation Proceeds Reserve Account and Other Accounts	167
	Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	169
	Section 3.09	Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions	174
	Section 3.10	Appraisal Reductions; Realization Upon Defaulted Mortgage Loans	179
	Section 3.11	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	186
	Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	187
	Section 3.13	Compensating Interest Payments	194
	Section 3.14	Application of Penalty Charges and Modification Fees	194
	Section 3.15	Access to Certain Documentation	195
	Section 3.16	Title and Management of REO Properties	198
	Section 3.17	Sale of Defaulted Mortgage Loans and REO Properties; Sale of Non-Serviced Mortgage Loans	202
	Section 3.18	Additional Obligations of the Master Servicer; Inspections Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Companion Loan Holder	209
	Section 3.19	Lockbox Accounts, Escrow Accounts	210
	Section 3.20	Property Advances	211
	Section 3.21	Appointment of Special Servicer; Asset Status Reports	215
	Section 3.22	Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping	220
	Section 3.23	Interest Reserve Account	221
	Section 3.24	Modifications, Waivers and Amendments	222
	Section 3.25	Additional Obligations with Respect to Certain Mortgage Loans	226
	Section 3.26	Additional Matters Regarding Advance Reimbursement	226
	Section 3.27	Companion Loan Co-Lender Matters	228
	Section 3.28	Appointment and Duties of the Operating Advisor	233
	Section 3.29	Rating Agency Confirmation	238
	Section 3.30	Certain Matters Relating to the Non-Serviced Mortgage Loans	241
	Section 3.31	General Acknowledgement Regarding Companion Loan Holders	242
	Section 3.32	Litigation Control	242
	 	 	 
	ARTICLE IV	 
	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS	 
	 	 	 
	Section 4.01	Distributions	246


 






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	Section 4.02	Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer	255
	Section 4.03	Compliance with Withholding Requirements	267
	Section 4.04	REMIC Compliance	268
	Section 4.05	Imposition of Tax on the Trust REMICs	270
	Section 4.06	Remittances; P&I Advances	271
	Section 4.07	Grantor Trust Reporting	275
	 	 	 
	ARTICLE V	 
	 	 	 
	THE CERTIFICATES	 
	 	 	 
	Section 5.01	The Certificates	276
	Section 5.02	Form and Registration	277
	Section 5.03	Registration, Transfer and Exchange of Certificates	280
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	287
	Section 5.05	Persons Deemed Owners	287
	Section 5.06	Appointment of Paying Agent	287
	Section 5.07	Access to Certificateholders’ Names and Addresses; Special Notices	288
	Section 5.08	Actions of Certificateholders	288
	Section 5.09	Authenticating Agent	289
	Section 5.10	Appointment of Custodian	290
	Section 5.11	Maintenance of Office or Agency	291
	 	 
	ARTICLE VI	 
	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE	 
	OPERATING ADVISOR AND THE CONTROLLING CLASS REPRESENTATIVE	 
	 	 	 
	Section 6.01	Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor	291
	Section 6.02	Merger or Consolidation of the Master Servicer, the Special Servicer and the Operating Advisor	291
	Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others	292
	Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor	294
	Section 6.05	Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer	296
	Section 6.06	Master Servicer, Special Servicer as Owner of a Certificate	297
	Section 6.07	Rating Agency Fees	297
	Section 6.08	Termination of the Special Servicer Without Cause	298
	Section 6.09	The Controlling Class Representative	302


 






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	ARTICLE VII	 
	 	 	 
	DEFAULT	 
	 	 	 
	Section 7.01	Servicer Termination Events	308
	Section 7.02	Trustee to Act; Appointment of Successor	315
	Section 7.03	Notification to Certificateholders	316
	Section 7.04	Other Remedies of Trustee	317
	Section 7.05	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	317
	Section 7.06	Termination of the Operating Advisor	319
	 	 	 
	ARTICLE VIII	 
	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 
	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	322
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	325
	Section 8.03	Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans	328
	Section 8.04	Trustee and Certificate Administrator May Own Certificates	329
	Section 8.05	Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification	329
	Section 8.06	Eligibility Requirements for the Trustee and the Certificate Administrator	332
	Section 8.07	Resignation and Removal of the Trustee or the Certificate Administrator	333
	Section 8.08	Successor Trustee or Successor Certificate Administrator	335
	Section 8.09	Merger or Consolidation of the Trustee or the Certificate Administrator	335
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	336
	Section 8.11	Access to Certain Information	337
	Section 8.12	Compliance with the Patriot Act	339
	 	 
	ARTICLE IX	 
	 	 	 
	TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE	 
	 	 
	Section 9.01	Termination; Optional Mortgage Loan Purchase	339
	 	 	 
	ARTICLE X	 
	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	 
	 	 	 
	Section 10.01	Intent of the Parties; Reasonableness	344
	Section 10.02	Filing Obligations	346
	Section 10.03	Form 10-D Filings	347
	Section 10.04	Form 10-K Filings	349
	Section 10.05	Sarbanes-Oxley Certification	352


 






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	Section 10.06	Form 8-K Filings	353
	Section 10.07	Annual Compliance Statements	355
	Section 10.08	Annual Reports on Assessment of Compliance with Servicing Criteria	356
	Section 10.09	Annual Independent Public Accountants’ Servicing Report	358
	Section 10.10	Significant Obligors	359
	Section 10.11	Indemnification	360
	Section 10.12	Amendments	362
	Section 10.13	Regulation AB Notices	362
	Section 10.14	Termination of the Certificate Administrator	362
	Section 10.15	Termination of the Master Servicer or the Special Servicer	363
	Section 10.16	Termination of Sub-Servicing Agreements	363
	Section 10.17	Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan	363
	Section 10.18	Termination of Exchange Act Filings with Respect to the Trust	366
	 	 	 
	ARTICLE XI	 
	 	 	 
	MISCELLANEOUS PROVISIONS	 
	 	 	 
	Section 11.01	Counterparts	366
	Section 11.02	Limitation on Rights of Certificateholders	366
	Section 11.03	Governing Law	367
	Section 11.04	Notices	367
	Section 11.05	Severability of Provisions	370
	Section 11.06	Notice to the Rule 17g-5 Information Provider, the Depositor and Each Rating Agency	370
	Section 11.07	Amendment	371
	Section 11.08	Confirmation of Intent	375
	Section 11.09	Third-Party Beneficiaries	375
	Section 11.10	Request by Certificateholders or Companion Loan Holders	375
	Section 11.11	Waiver of Jury Trial	376
	Section 11.12	Submission to Jurisdiction	376
	Section 11.13	Exchange Act Rule 17g-5 Procedures	376
	Section 11.14	Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	381
	 	 	 
	TABLE OF EXHIBITS	 
	 	 	 
	Exhibit A-1	Form of Class A-1 Certificate	 
	Exhibit A-2	Form of Class A-2 Certificate	 
	Exhibit A-3	Form of Class A-3 Certificate	 
	Exhibit A-4	Form of Class A-4 Certificate	 
	Exhibit A-5	Form of Class A-SB Certificate	 
	Exhibit A-6	Form of Class X-A Certificate	 
	Exhibit A-7	Form of Class X-B Certificate	 
	Exhibit A-8	Form of Class X-D Certificate	 
	Exhibit A-9	Form of Class X-E Certificate	 


 






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	Exhibit A-10	Form of Class X-F Certificate	 
	Exhibit A-11	Form of Class X-NR Certificate	 
	Exhibit A-12	Form of Class A-S Certificate	 
	Exhibit A-13	Form of Class B Certificate	 
	Exhibit A-14	Form of Class C Certificate	 
	Exhibit A-15	Form of Class D Certificate	 
	Exhibit A-16	Form of Class E Certificate	 
	Exhibit A-17	Form of Class F Certificate	 
	Exhibit A-18	Form of Class NR Certificate	 
	Exhibit A-19	Form of Class R Certificate	 
	Exhibit A-20	Form of Class Z Certificate	 
	Exhibit B	Mortgage Loan Schedule	 
	Exhibit C	Form of Request for Release	 
	Exhibit D	Form of Distribution Date Statement	 
	Exhibit E	Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate	 
	Exhibit F	Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate	 
	Exhibit G	Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period	 
	Exhibit H	Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate	 
	Exhibit I	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate	 
	Exhibit J	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate	 
	Exhibit K	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate	 
	Exhibit L-1	Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended	 
	Exhibit L-2	Form of Transferor Letter	 
	Exhibit L-3	Form of Transferee Letter	 
	Exhibit L-4	Form of Investment Representation Letter	 
	Exhibit M-1	Form of Investor Certification for Obtaining Information and Notices (for parties other than the Controlling Class Representative and Controlling Class Certificateholder)	 
	Exhibit M-2	Form of Investor Certification for Exercising Voting Rights	 
	Exhibit M-3	Form of Online Vendor Certification	 
	Exhibit M-4	Form of Confidentiality Agreement	 
	Exhibit M-5	Form of NRSRO Certification	 
	Exhibit N	Custodian Certification	 
	Exhibit O	Servicing Criteria to be Addressed in Assessment of Compliance	 
	Exhibit P	Supplemental Servicer Schedule	 
	Exhibit Q	[Reserved]	 
	Exhibit R	Form of Operating Advisor Annual Report	 
	Exhibit S	Sub-Servicing Agreements	 


 






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	Exhibit T	Form of Recommendation of Special Servicer Termination	 
	Exhibit U	Additional Form 10-D Disclosure	 
	Exhibit V	Additional Form 10-K Disclosure	 
	Exhibit W	Form of Additional Disclosure Notification	 
	Exhibit X	Form Certification to be Provided with Form 10-K	 
	Exhibit Y-1	Form of Certification to be Provided to Depositor by the Certificate Administrator	 
	Exhibit Y-2	Form of Certification to be Provided to Depositor by the Master Servicer	 
	Exhibit Y-3	Form of Certification to be Provided to Depositor by the Special Servicer	 
	Exhibit Y-4	Form of Certification to be Provided to Depositor by the Operating Advisor	 
	Exhibit Z	Form 8-K Disclosure Information	 
	Exhibit AA-1	Form of Power of Attorney for Master Servicer	 
	Exhibit AA-2	Form of Power of Attorney for Special Servicer	 
	Exhibit BB	Class A-SB Scheduled Principal Balance	 
	Exhibit CC-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights	 
	Exhibit CC-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights	 
	Exhibit DD	Form of Notice and Certification Regarding Defeasance of Mortgage Loan	 
	Exhibit EE	Form of Notice Regarding Non-Serviced Mortgage Loan	 
	Exhibit FF	Mortgage Loans with Escrows, Reserves, Holdbacks and Related Letters of Credit Exceeding 10% of the Initial Principal Balance	 
	Exhibit GG	Form of Notice Regarding Mezzanine Loan Default	 
	Exhibit HH	Mortgage Loans as to Which a Note Register is to be Maintained	 


 











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Pooling and Servicing
Agreement, dated as of August 1, 2015, among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Pentalpha
Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, and Wells Fargo Bank,
National Association, as Trustee.


PRELIMINARY STATEMENT:



(Terms used but not defined in this Preliminary

Statement shall have the meanings

specified in Article I hereof)


The Depositor intends
to sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund consisting primarily of the Mortgage Loans. As provided herein, the Certificate Administrator
will elect that two segregated portions of the Trust Fund (other than the Excess Interest, the Excess Interest Distribution Amount
and the proceeds thereof) be treated for federal income tax purposes as two separate REMICs (each, a “Trust REMIC”
or, in the alternative, the “Upper-Tier REMIC” and the “Lower-Tier REMIC”, respectively).
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D, Class E,
Class F, Class NR, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-NR Certificates will represent “regular
interests” in the Upper-Tier REMIC and the Upper-Tier Residual Interest will represent the sole class of “residual
interests” in the Upper-Tier REMIC.


There are also (i)
12 classes of uncertificated Lower-Tier Regular Interests issued under this Agreement (the Class LA-1, Class LA-2, Class LA-3,
Class LA-4, Class LA-SB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF and Class LNR Interests),
each of which will constitute a class of “regular interests” in the Lower-Tier REMIC, and (ii) the Lower-Tier Residual
Interest, which will represent the sole class of “residual interests” in the Lower-Tier REMIC.


The Lower-Tier Regular
Interests will be held by the Trustee as assets of the Upper-Tier REMIC. The Class R Certificates will represent both the Lower-Tier
Residual Interest and the Upper-Tier Residual Interest.


For the avoidance
of doubt, any cash collateral posted by the holder of the Charles River Plaza North Subordinate Companion Loan (as described in
Section 3.10(a) of this Agreement) will not be an asset of either Trust REMIC but will be an “outside reserve fund”
within the meaning of Treasury Regulation Section 1.860G-2(h) beneficially owned by such holder.


UPPER-TIER REMIC


The following table
sets forth the Class designation, the approximate initial pass-through rate (the “Pass-Through Rate”), the aggregate
initial principal balance (the “Original Certificate Principal Balance”) or, 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, notional amount (the “Original Notional Amount”), as applicable,
and the initial ratings given each Class by the Rating Agencies (the “Original Ratings”) for each Class of
Certificates comprising or evidencing the interests in the Upper-Tier REMIC created hereunder:


	Class
    Designation	 	 	Approximate

                                         Initial
 Pass-Through 
 Rate
 (per annum)


	 	Original

                                         Certificate Principal 
 Balance / Original 
 Notional Amount


	 	Original
                                         Ratings
 Moody’s/Fitch/KBRA/Morningstar(1)

	Class A-1	 	 	1.7167	%	 	 	$	60,509,000	 	 	Aaa(sf)/AAAsf/AAA(sf)/AAA
	Class A-2	 	 	3.0326	%	 	 	$	148,324,000	 	 	Aaa(sf)/AAAsf/AAA(sf)/AAA
	Class A-3	 	 	3.4465	%	 	 	$	200,000,000	 	 	Aaa(sf)/AAAsf/AAA(sf)/AAA
	Class A-4	 	 	3.7182	%	 	 	$	502,390,000	 	 	Aaa(sf)/AAAsf/AAA(sf)/AAA
	Class A-SB	 	 	3.4481	%	 	 	$	82,627,000	 	 	Aaa(sf)/AAAsf/AAA(sf)/AAA
	Class X-A	 	 	1.0395	%(2)	 	 	$	1,080,812,000	(3)	 	Aa1(sf)/AAAsf/AAA(sf)/AAA
	Class X-B	 	 	0.2500	%(2)	 	 	$	86,961,000	(3)	 	NR/AA-sf/AAA(sf)/AAA
	Class X-D	 	 	1.0000	%(2)	 	 	$	72,764,000	(3)	 	NR/BBB-sf/BBB-(sf)/BBB
	Class X-E	 	 	1.2876	%(2)	 	 	$	35,495,000	(3)	 	NR/BB-sf/BB-(sf)/AAA
	Class X-F	 	 	1.2876	%(2)	 	 	$	14,197,000	(3)	 	NR/B-sf/B-(sf)/AAA
	Class X-NR	 	 	1.2876	%(2)	 	 	$	65,666,014	(3)	 	NR/NR/NR/AAA
	Class A-S	 	 	4.0532	%	 	 	$	86,962,000	 	 	Aa2(sf)/AAAsf/AAA(sf)/AAA
	Class B	 	 	4.2576	%	 	 	$	86,961,000	 	 	NR/AA-sf/AA-(sf)/AA
	Class C	 	 	4.5076	%	 	 	$	63,891,000	 	 	NR/A-sf/A-(sf)/A-
	Class D	 	 	3.5076	%	 	 	$	72,764,000	 	 	NR/BBB-sf/BBB-(sf)/BBB
	Class E	 	 	3.2200	%	 	 	$	35,495,000	 	 	NR/BB-sf/BB-(sf)/BB
	Class F	 	 	3.2200	%	 	 	$	14,197,000	 	 	NR/B-sf/B-(sf)/B+
	Class NR	 	 	3.2200	%	 	 	$	65,666,014	 	 	NR/NR/NR/NR
	Class R(4)	 	 	N/A	 	 	 	 	N/A       	 	 	NR/NR/NR/NR



 


 






		(1)	The Certificates
                                         marked with “NR” have not been rated by the applicable Rating Agency.



		(2)	The Class
                                         X-A Pass-Through Rate is variable and, for each Distribution Date, will equal the weighted
                                         average of the Class X Strip Rates for the Class A-1, Class A-2, Class A-3, Class A-4,
                                         Class A-SB and Class A-S Components for such Distribution Date (weighted on the basis
                                         of the respective Component Notional Amounts of such Components immediately prior to
                                         such Distribution Date). The Class X-B Pass-Through Rate is fixed and, for each Distribution
                                         Date, will equal the Class X Strip Rate for the Class B Component for such Distribution
                                         Date. The Class X-D Pass-Through Rate is fixed and, for each Distribution Date, will
                                         equal the Class X Strip Rate for the Class D Component for such Distribution Date. The
                                         Class X-E Pass-Through Rate is variable and, for each Distribution Date, will equal the
                                         Class X Strip Rate for the Class E Component for such Distribution Date. The Class X-F
                                         Pass-Through Rate is variable and, for each Distribution Date, will equal the Class X
                                         Strip Rate for the Class F Component for such Distribution Date. The Class X-NR Pass-Through
                                         Rate is variable and, for each Distribution Date, will equal the Class X Strip Rate for
                                         the Class NR Component for such Distribution Date.



		(3)	The Class X-A,
                                         Class X-B, Class X-D, Class X-E, Class X-F and Class X-NR Certificates will not have
                                         Certificate Principal Balances; rather, each such Class of Certificates will accrue interest
                                         as provided herein on the related Notional Amount.



		(4)	The Class R
                                         Certificates do not have a Certificate Principal Balance or Notional Amount, do not bear
                                         interest and will not be entitled to distributions of Yield Maintenance Charges. Any
                                         Available Funds remaining in the Lower-Tier Distribution Account and the Upper-Tier Distribution
                                         Account, after all required distributions under



 






    	-2-



    	 



    

 


	 	 	this
                                         Agreement have been made to the Holders of the Regular Certificates, will be distributed
                                         to the Holders of the Class R Certificates.



LOWER-TIER REMIC


The
following table sets forth the Class designation, the original Lower-Tier Principal Balance, the corresponding Class of Regular
Certificates (the “Corresponding Certificates”) and the corresponding component of the Class X Certificates
(the “Corresponding Component”) for each Lower Tier Regular Interest.


	Class
                                         Designation(1)(2)
	 	Original

                                         Lower-Tier Principal
 Balance


	 	 	Corresponding

    Certificate	 	Corresponding
                                         

                                         Component(2)

	Class LA-1	 	$	60,509,000	 	 	Class A-1	 	Class A-1
	Class LA-2	 	$	148,324,000	 	 	Class A-2	 	Class A-2
	Class LA-3	 	$	200,000,000	 	 	Class A-3	 	Class A-3
	Class LA-4	 	$	502,390,000	 	 	Class A-4	 	Class A-4
	Class LA-SB	 	$	82,627,000	 	 	Class A-SB	 	Class A-SB
	Class LA-S	 	$	86,962,000	 	 	Class A-S	 	Class A-S
	Class LB	 	$	86,961,000	 	 	Class B	 	Class B
	Class LC	 	$	63,891,000	 	 	Class C	 	N/A
	Class LD	 	$	72,764,000	 	 	Class D	 	Class D
	Class LE	 	$	35,495,000	 	 	Class E	 	Class E
	Class LF	 	$	14,197,000	 	 	Class F	 	Class F
	Class LNR	 	$	65,666,014	 	 	Class NR	 	Class NR



 





 






		(1)	The interest
                                         rate of each Lower-Tier Regular Interest is the WAC Rate.



		(2)	Each
                                         Lower-Tier Regular Interest is also the “Corresponding Lower-Tier Regular Interest”
                                         with respect to the Corresponding Certificate and the Corresponding Component, each
                                         Corresponding Certificate is the Corresponding Certificate with respect to the Corresponding
                                         Component and each Corresponding Component is the Corresponding Component with respect
                                         to the Corresponding Certificates.



The Certificate Principal
Balance of any Class of Principal Balance Certificates outstanding at any time represents the maximum amount which holders thereof
are then entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets
in the Trust Fund; provided, however, that in the event that amounts previously allocated as Realized Losses to a
Class of Principal Balance Certificates in reduction of the Certificate Principal Balance thereof are recovered subsequent to the
reduction of the Certificate Principal Balance of such Class to zero, such Class may receive distributions in respect of such recoveries
in accordance with the priorities set forth in Section 4.01 of this Agreement. As of the Cut-Off Date, the Mortgage Loans
have an aggregate Stated Principal Balance equal to approximately $1,419,786,014.


GRANTOR TRUST


The portions 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 (the “Grantor Trust”) for federal income tax purposes. The Class Z Certificates
shall represent undivided beneficial interests in the Class Z Specific Grantor Trust Assets. As provided herein,






    	-3-



    	 



    

 


the
Certificate Administrator shall not take any actions that would cause the Grantor Trust to either (i) lose its status as a “grantor
trust” or (ii) be treated as part of either Trust REMIC.


In consideration
of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee agree as follows:


ARTICLE I



DEFINITIONS


Section 1.01     
Defined Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.


“10-K Filing
Deadline”: As defined in Section 10.04 of this Agreement.


“15Ga-1 Notice”:
As defined in Section 2.03(a) of this Agreement.


“15Ga-1 Notice
Provider”: As defined in Section 2.03(a) of this Agreement.


“AB Whole
Loan”: The Charles River Plaza North Whole Loan (and shall include any successor REO Mortgage Loan or successor REO Companion
Loans).


“AB Whole
Loan Control Appraisal Event”: The Charles River Plaza North Control Appraisal Event.


“AB Whole
Loan Major Decision”: Any action or decision with respect to the AB Whole Loan or related REO Property regarding which
the related Whole Loan Directing Holder has consent rights pursuant to Section 5 of the Charles River Plaza North Co-Lender
Agreement.


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan,
any Default arising when the related Mortgage Loan Documents require that the related Mortgagor must maintain all risk casualty
insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined,
in its reasonable judgment in accordance with the Servicing Standard (and, with the consent of (i) other than with respect to the
Charles River Plaza North Whole Loan for so long as the Charles River Plaza North Subordinate Companion Loan Holder is the Charles
River Plaza North Whole Loan Directing Holder or the WPC Department Store Portfolio Whole Loan (prior to the WPC Department Store
Portfolio Companion Loan Securitization Date), the Controlling Class Representative, unless a Control Termination Event has occurred
and is continuing, (ii) in the case of the Charles River Plaza North Whole Loan for so long as the Charles River Plaza North Subordinate
Companion Loan Holder is the Charles River Plaza North Whole Loan Directing Holder, the Charles River Plaza North Subordinate Companion
Loan Holder (for so long as the Charles River Plaza North Subordinate Companion Loan Holder is the Charles River Plaza North Whole
Loan Directing Holder) or (iii) in the case






    	-4-



    	 



    

 


of
the WPC Department Store Portfolio Whole Loan (prior to the WPC Department Store Portfolio Companion Loan Securitization Date),
the WPC Department Store Portfolio Directing Holder, as applicable), that (i) such insurance is not available at commercially
reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located
in or near the geographic region in which the Mortgaged Property is located (but only by reference to such insurance that has
been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate; provided,
however, that the Controlling Class Representative or the holder of the Charles River Plaza North Subordinate Companion
Loan or the WPC Department Store Portfolio Directing Holder, as applicable, shall have no more than 30 days to respond to the
Special Servicer’s request for such consent; 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 Controlling
Class Representative or the holder of the Charles River Plaza North Subordinate Companion Loan or the WPC Department Store Portfolio
Directing Holder, as applicable, the Special Servicer shall not be required to do so. In making this determination, the Special
Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance consultant.


“Accrued
Component Interest”: With respect to each Component for any Distribution Date, one month’s interest at the Class
X Strip Rate applicable to such Component for such Distribution Date, accrued on the Component Notional Amount of such Component
outstanding immediately prior to such Distribution Date. Accrued Component Interest shall be calculated on a 30/360 Basis and,
with respect to any Component and any Distribution Date, shall be deemed to accrue during the calendar month preceding the month
in which such Distribution Date occurs.


“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 to this Agreement as Exhibit W.


“Additional
Form 10-D Disclosure”: As defined in Section 10.03 of this Agreement.


“Additional
Form 10-K Disclosure”: As defined in Section 10.04 of this Agreement.


“Additional
Information”: As defined in Section 4.02(a) of this Agreement.


“Additional
Servicer”: Each Affiliate of the Master Servicer that Services any of the Mortgage Loans, an Other Master Servicer, an
Other Special Servicer and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicer or the Certificate
Administrator, who Services 10% or more of the Mortgage Loans by unpaid principal balance calculated in accordance with the provisions
of Regulation AB.


“Additional
Trust Fund Expenses”: (i) Special Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect
of unreimbursed Advances, (iii) the cost of various default-related or unanticipated Opinions of Counsel required or permitted
to be obtained in connection with the servicing of the Mortgage Loans and the administration of the Trust Fund,






    	-5-



    	 



    

 


(iv) unanticipated,
non-Mortgage Loan specific expenses of the Trust Fund, including indemnities and expense reimbursements to the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Operating Advisor and the Depositor and federal, state and local
taxes, and tax-related expenses, specifically payable out of the Trust Fund and (v) any other default-related or unanticipated
expense of the Trust Fund that is not covered by a Property Advance and for which there is no corresponding collection from a
Mortgagor.


“Administrative
Cost Rate”: With respect to any Mortgage Loan, as of any date of determination, a rate equal to the sum of the CREFC®
Intellectual Property Royalty License Fee Rate, the Servicing Fee Rate, the Operating Advisor Fee Rate and the Trustee/Certificate
Administrator Fee Rate. In addition, the Administrative Cost Rate for a Serviced Companion Loan will be equal to the Servicing
Fee Rate for such Serviced Companion Loan.


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


“Advance
Interest Amount”: Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for
which the Master Servicer, the Special Servicer or the Trustee, as applicable, have not been reimbursed for the number of days
from the date on which such Advance was made through, but not including, the date of reimbursement of the related Advance, less
any amount of interest previously paid on such Advance; provided, however, that with respect to any P&I Advance
made prior to the expiration of the related grace period (or, if there is no grace period, on or prior to the related Due Date),
interest on such P&I Advance shall accrue only from and after the expiration of such grace period (or, if there is no grace
period, from and after the related Due Date) and only if the subject Mortgage Loan is then still delinquent; and provided,
further, that interest at the Advance Rate shall not accrue on any Advance made to cover a delinquent Applicable Monthly
Payment that has been received after the Determination Date and prior to 2:00 p.m. (Eastern Time) on the related Master Servicer
Remittance Date. For the avoidance of doubt no grace period in respect of a particular Due Date with respect to any Mortgage Loan
shall extend beyond the related Master Servicer Remittance Date.


“Advance
Rate”: A per annum rate equal to the Prime Rate, compounded annually.


“Affected
Reporting Party”: As defined in Section 10.11.


“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. The Trustee and/or the Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master
Servicer, the Special Servicer or the Depositor to determine whether any Person is an Affiliate of such party.


“Affiliate
Ethical Wall”: Reasonable policies and procedures to be maintained by an Affiliate of the Depositor, the Master Servicer,
the Special Servicer, the Certificate






    	-6-



    	 



    

 


Administrator,
the Operating Advisor or the Trustee, as applicable, taking into account the nature of its business, to ensure (1) that such Affiliate
will not use Confidential Information received from the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor or the Trustee, as applicable, in a manner that violates any applicable law including, but
not limited to, any securities laws, and (2) that such Affiliate will not provide to the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, information regarding its decisions
relating to Investments in the Certificates from such Affiliate. Under such policies and procedures maintained by such Affiliate,
(i) policies and procedures restricting the flow of information exist, and shall be maintained by such Affiliate, between such
Affiliate, on the one hand and the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor or the Trustee, as applicable, on the other; (ii) such policies and procedures restricting the flow of information operate
in both directions so as to include (a) policies and procedures against the disclosure of Confidential Information from the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable,
to such Affiliate, except as such disclosure is expressly allowed under this Agreement in such affiliate’s capacity as a
Controlling Class Certificateholder or a Controlling Class Representative or otherwise and (b) policies and procedures restricting
the disclosure by such Affiliate of information regarding its decisions relating to Investments in Certificates to the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable;
(iii) the senior management personnel of such Affiliate who have obtained Confidential Information in the course of their exercise
of general managerial responsibilities may not use that information to influence Investment Decisions with respect to the Certificates,
nor may they pass that information to others for use in such activities, to the extent the use of such Confidential Information
violates the securities laws; and (iv) such senior management personnel who have obtained information regarding Investments in
the course of their exercise of general managerial responsibilities may not use that information to influence servicing recommendations.


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


“A.M. Best”:
A.M. Best Company, Inc. or its successors in interest. If neither A.M. Best nor any successor remains in existence, “A.M.
Best” 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 Master
Servicer and the Special Servicer and specific ratings of A.M. Best herein referenced shall be deemed to refer to the equivalent
ratings (as reasonably determined by the Depositor) of the party so designated.


“AMO”:
Anderson, McCoy & Orta, P.C.


“Ancillary
Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable,
any and all demand fees, beneficiary statement charges, fees for insufficient or returned checks and other usual and customary
charges and fees (other than Modification Fees, Consent Fees, Penalty Charges, Assumption Fees, assumption application fees and
defeasance fees) actually received from the related Mortgagor.






    	-7-



    	 



    

“Anticipated
Repayment Date”: With respect to any ARD Loan, the date upon which such ARD Loan commences accruing interest at its Revised
Rate.


“Anticipated
Termination Date”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to
Section 9.01(c) of this Agreement.


“Applicable
Laws”: As defined in Section 8.02(e) of this Agreement.


“Applicable
Patriot Act Laws”: As defined in Section 8.12 of this Agreement.


“Applicable
Monthly Payment”: For any Mortgage Loan with respect to any calendar month (including any such Mortgage Loan as to which
the related Mortgaged Property has become an REO Property (including with respect to the Non-Serviced Mortgage Loans)), the Monthly
Payment; provided, however, that for purposes of calculating the amount of any P&I Advance required to be made
by the Master Servicer or the Trustee, notwithstanding the amount of such Applicable Monthly Payment, interest shall be calculated
at the Mortgage Loan Rate less the Servicing Fee Rate; and provided, further, that for purposes of determining the
amount of any P&I Advance, the Monthly Payment shall be as reduced pursuant to any modification of a Mortgage Loan pursuant
to Section 3.24 of this Agreement or pursuant to the Other Pooling and Servicing Agreement, or pursuant to any bankruptcy,
insolvency, or other similar proceeding involving the related Mortgagor.


“Applicant”:
As defined in Section 5.07(a) of this Agreement.


“Appraisal”:
An appraisal prepared by an Appraiser, which shall be prepared in accordance with MAI standards and in accordance with FIRREA standards.
The appraisal obtained by the Special Servicer will also be required to contain a statement, or be accompanied by a letter from
the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the FIRREA as in effect on
the date such appraisal was obtained.


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (or Serviced Whole Loan, if applicable, but not
with respect to any Non-Serviced Mortgage Loan), as to which an Appraisal Reduction Event has occurred and an Appraisal Reduction
Amount is required to be calculated, an amount (subject to the operation of the final paragraph of Section 3.10(a)) equal
to the excess, if any, of (a) the Stated Principal Balance of such Mortgage Loan (or Serviced Whole Loan) as of the last day
of the related Collection Period over (b) the excess of (i) the sum of (A) 90% of the appraised value of the related
Mortgaged Property or Properties (as determined by one or more Appraisals obtained by the Special Servicer (the cost of which shall
be advanced by the Master Servicer as a Property Advance unless such Property Advance would be a Nonrecoverable Advance)), minus
such downward adjustments as the Special Servicer may make in accordance with the Servicing Standard (without implying any obligation
to do so) based upon the Special Servicer’s review of the Appraisal and such other information as the Special Servicer
may deem appropriate and (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan (or Serviced Whole
Loan) as of the date of the calculation over (ii) the sum, as of the Due Date occurring in the month of the date of determination
of, (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest on such Mortgage
Loan (or Serviced Whole Loan, if applicable) at a






    	-8-



    	 



    

 


per
annum rate equal to its Mortgage Loan Rate (and with respect to a Serviced Whole Loan, interest on the related Serviced Companion
Loan(s) at the related Mortgage Loan Rate), (B) all unreimbursed Advances (which shall include, without limitation, (1) any
Advances as to which the advancing party was reimbursed from a source other than the related Mortgagor and (2) any Unliquidated
Advances), with interest thereon at the Advance Rate in respect of such Mortgage Loan (or Serviced Whole Loan) and (C) all
currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees
and all other amounts, due and unpaid with respect to such Mortgage Loan (or Serviced Whole Loan) (which taxes, premiums, ground
rents and other amounts have not been the subject of an Advance by the Master Servicer or the Trustee, as applicable, and/or for
which funds have not been escrowed). Promptly upon the occurrence of an Appraisal Reduction Event (or a longer period so long
as the Special Servicer is (as certified thereby to the Trustee in writing) diligently and in good faith proceeding to obtain
such), if an Appraisal has not been obtained within the immediately preceding nine (9) months (or if the Special Servicer has
determined in accordance with the Servicing Standard such Appraisal to be materially inaccurate), the Special Servicer shall obtain
an Appraisal, the costs of which shall be paid by the Master Servicer as a Property Advance (or as an expense of the Trust Fund
and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance). The
Master Servicer shall provide (via electronic delivery) the Special Servicer with information in its possession that the Special
Servicer reasonably requires to calculate or recalculate any Appraisal Reduction Amount pursuant to the definition thereof using
reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s reasonable written
request. None of the Master Servicer, the Trustee or the Certificate Administrator shall calculate or verify Appraisal Reduction
Amounts. On the first Determination Date occurring on or after the receipt of such Appraisal, the Special Servicer shall calculate
or adjust, as applicable, the Appraisal Reduction Amount to take into account such Appraisal and such information, if any, reasonably
requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction
Amount. Notwithstanding the foregoing, if an Appraisal is required to be obtained in accordance with Section 3.10(a) of
this Agreement but is not obtained within 120 days following the events described in the applicable clause of the definition “Appraisal
Reduction Event” (without regard to the time periods stated therein), then, until such Appraisal is obtained and solely
for purposes of determining the amounts of P&I Advances, the Appraisal Reduction Amount will equal 25% of the Stated Principal
Balance of the related Mortgage Loan; provided that, upon receipt of an Appraisal by the Special Servicer, however, the
Appraisal Reduction Amount for such Mortgage Loan (or the related Serviced Whole Loan, if applicable) will be recalculated
in accordance with this definition without regard to this sentence. With respect to each Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless the Mortgage Loan (or Serviced
Whole Loan) has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with respect to the related Mortgage
Loan (or Serviced Whole Loan)) and has remained current for three consecutive Monthly Payments, and with respect to which no other
Appraisal Reduction Event has occurred with respect thereto during the preceding three months), the Special Servicer shall, within
30 days of each anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior Appraisal)
(the cost of which will be covered by, and reimbursable as, a Property Advance by the Master Servicer or as an expense of the
Trust Fund and paid by the Master Servicer out of the Collection Account if such


 






    	-9-



    	 



    

 


Property Advance would be a Nonrecoverable Advance),
provided, however, that no new or updated Appraisal will be required if the Mortgage Loan, Serviced Whole Loan or
REO Property is under contract to be sold within 90 days of such Appraisal Reduction Event or anniversary thereof and the Special
Servicer reasonably believes such sale is likely to close. Based upon such Appraisal or letter updates thereto, the Special Servicer
shall determine and report to the Master Servicer and the Certificate Administrator the Appraisal Reduction Amount, if any, with
respect to such Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and, in the case of a Whole Loan,
determined in accordance with the Co-Lender Agreement, and each of the Master Servicer and the Certificate Administrator shall
be entitled to rely conclusively on such determination by the Special Servicer. Upon completion, the Special Servicer shall deliver
a copy of any such Appraisal to the Master Servicer and the Certificate Administrator, which shall be in electronic format. Each
Appraisal Reduction Amount shall also be adjusted with respect to the next Distribution Date to take into account any subsequent
Appraisal and annual letter updates, as of the date of each such subsequent Appraisal or letter update.


Upon payment in full
or liquidation of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan for which an Appraisal Reduction
Amount has been determined, such Appraisal Reduction Amount will be eliminated. In addition, with respect to any Mortgage Loan
(or Serviced Whole Loan, but not including the Non-Serviced Mortgage Loans), as to which an Appraisal Reduction Event has occurred,
such Mortgage Loan (or Serviced Whole Loan) shall no longer be subject to the Appraisal Reduction Amount if (a) such Mortgage
Loan (or Serviced Whole Loan) has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with respect to
the related Mortgage Loan (or Serviced Whole Loan)) and such Mortgage Loan (or Serviced Whole Loan) becomes and remains current
for three consecutive Monthly Payments and (b) no other Appraisal Reduction Event has occurred and is continuing.


Notwithstanding the
foregoing, with respect to each Non-Serviced Mortgage Loan, the Appraisal Reduction Amount with respect to the related Mortgage
Loan and each related Pari Passu Companion Loan shall be the pro rata portion of the “Appraisal Reduction Amount”
relating to such Mortgage Loan and each related Pari Passu Companion Loan; provided that Appraisal Reduction Amounts with
respect to any Whole Loan with a Subordinate Companion Loan will be allocated first to the related Subordinate Companion Loan until
the outstanding principal balance of the Subordinate Companion Loan has been notionally reduced to zero, and then to the related
Mortgage Loan and Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective
outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s), and calculated pursuant
to the applicable Other Pooling and Servicing Agreement by the applicable Other Master Servicer or Other Special Servicer (or the
Non-Serviced Mortgage Loan’s pro rata share thereof). The parties hereto shall be entitled to rely on such calculations
as reported to them by the applicable Other Special Servicer or Other Master Servicer. By their acceptance of their Certificates,
the Certificateholders will be deemed to have acknowledged that each applicable Other Pooling and Servicing Agreement and the related
Co-Lender Agreement taken together, provide that any such “Appraisal Reduction Amount” will be calculated by the applicable
Other Special Servicer or Other Master Servicer under the applicable Other Pooling and Servicing Agreement.






    	-10-



    	 



    

Appraisal Reduction
Amounts with respect to a Serviced Whole Loan shall be allocated to the related Mortgage Loan and each related Pari Passu Companion
Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such
related Mortgage Loan and each related Pari Passu Companion Loan; provided that Appraisal Reduction Amounts with respect
to the AB Whole Loan shall be allocated first to the related Subordinate Companion Loan until the outstanding principal balance
of the Subordinate Companion Loan has been notionally reduced to zero, and then to the related Mortgage Loan and Pari Passu Companion
Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such
related Mortgage Loan and the related Pari Passu Companion Loan(s).


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (or Serviced Whole Loan, if applicable, but not with respect to any
Non-Serviced Mortgage Loan), the earliest of (i) the date on which such Mortgage Loan (or Serviced Whole Loan) becomes a Modified
Asset, (ii) the date on which such Mortgage Loan (or Serviced Whole Loan) is 60 days or more delinquent in respect of any
Monthly Payment, except for a Balloon Payment, (iii) solely in the case of a delinquent Balloon Payment, (A) the date
occurring 60 days beyond the date on which that Balloon Payment was due (except as described in clause B below) or
(B) if the related Mortgagor has delivered to the Master Servicer or Special Servicer (and in either such case the Master
Servicer or the Special Servicer, as applicable, shall promptly deliver a copy thereof to the other servicer), a refinancing commitment
acceptable to the Special Servicer prior to the date 60 days after maturity, the date occurring 120 days after the date on which
the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was due during which the refinancing
is scheduled to occur), (iv) the date on which the related Mortgaged Property has become an REO Property, (v) receipt of notice
that the related Mortgagor has filed a bankruptcy petition or the date on which a receiver or similar official is appointed (and
continues in that capacity) in respect of the related Mortgaged Property, (vi) the 60th day after the date related Mortgagor
is subject to an involuntary bankruptcy, insolvency or similar proceeding, which is not dismissed within those 60 days, or (vii) the
date on which such Mortgage Loan (or Serviced Whole Loan) remains outstanding five (5) years following any extension of its
maturity date pursuant to Section 3.24 of this Agreement. If an Appraisal Reduction Event occurs with respect to any Mortgage
Loan that is part of a Serviced Whole Loan, then an Appraisal Reduction Event shall be deemed to also have occurred with respect
to each related Serviced Companion Loan. If an Appraisal Reduction Event occurs with respect to any Serviced Companion Loan, then
an Appraisal Reduction Event shall be deemed to also have occurred with respect to the related Mortgage Loan that is part of a
Serviced Whole Loan. No Appraisal Reduction Event may occur at any time when the aggregate Certificate Principal Balance of all
Classes of Principal Balance Certificates (other than the Class A Certificates) has been reduced to zero. The Special Servicer
shall notify the Master Servicer and the Master Servicer shall notify the Special Servicer, as applicable, promptly upon the occurrence
of any of the foregoing events.


“Appraised
Value”: As of any date of determination, the appraised value of a Mortgaged Property based upon an appraisal or update
thereof prepared by an Appraiser that is contained in the related Servicing File obtained within the time parameters required by
this Agreement. With respect to each Mortgaged Property securing a Non-Serviced Mortgage Loan,






    	-11-



    	 



    

 


the
appraised value allocable thereto, as determined pursuant to the applicable Other Pooling and Servicing Agreement.


“Appraised-Out
Class”: As defined in Section 3.10(a) of this Agreement.


“Appraiser”:
An Independent nationally recognized professional commercial real estate appraiser who (i) is a member in good standing of
the Appraisal Institute, (ii) if the state in which the related Mortgaged Property is located certifies or licenses appraisers,
is certified or licensed in such state, and (iii) has a minimum of five years’ experience in the related property type
and market.


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


“Arizona
Grand Resort & Hotel Co-Lender Agreement”: With respect to the Arizona Grand Resort & Hotel Whole Loan, the co-lender
agreement, dated as of August 18, 2015, by and between the holder of the Arizona Grand Resort & Hotel Mortgage Loan and the
Arizona Grand Resort & Hotel Companion Loan Holder, relating to the relative rights of the holder of the Arizona Grand Resort
& Hotel Mortgage Loan and the Arizona Grand Resort & Hotel Companion Loan Holder, as the same may be amended from time
to time in accordance with the terms thereof.


“Arizona
Grand Resort & Hotel Companion Loan”: With respect to the Arizona Grand Resort & Hotel Whole Loan, the related
promissory note made by the related Mortgagor and secured by the Arizona Grand Resort & Hotel Mortgage and designated as Note
A-2, which note is not included in the Trust.


“Arizona
Grand Resort & Hotel Companion Loan Holder”: A holder of a Arizona Grand Resort & Hotel Companion Loan.


“Arizona
Grand Resort & Hotel Mortgage Loan”: With respect to the Arizona Grand Resort & Hotel Whole Loan, the Mortgage
Loan included in the Trust and identified on the Mortgage Loan Schedule as Arizona Grand Resort & Hotel, which is evidenced
by promissory note designated as Note A-1.


“Arizona
Grand Resort & Hotel Whole Loan”: The Arizona Grand Resort & Hotel Mortgage Loan, together with the Arizona Grand
Resort & Hotel Companion Loan, each of which is secured by the Arizona Grand Resort & Hotel Mortgage. References herein
to the Arizona Grand Resort & Hotel Whole Loan shall be construed to refer to the aggregate indebtedness secured under the
Arizona Grand Resort & Hotel Mortgage.


“Asset Status
Report”: As defined in Section 3.21(b) of this Agreement.


“Assignment
of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement
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






    	-12-



    	 



    

 


which
was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time
to time hereafter.


“Assumption
Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable,
any and all assumption fees of such Mortgage Loan (or Serviced Whole Loan, if applicable) for transactions effected under Section
3.09(a), Section 3.09(b) and Section 3.09(c) of this Agreement (excluding assumption application fees), actually
paid by the related Mortgagor and other applicable fees (not including assumption application fees) actually paid by the related
Mortgagor in accordance with the related Mortgage Loan Documents, with respect to any assumption or substitution agreement entered
into by the Master Servicer or the Special Servicer on behalf of the Trust (or, in the case of a Serviced Whole Loan, on behalf
of the Trust and the related Companion Loan Holder(s)) pursuant to Section 3.09(a) of this Agreement or paid by the related
Mortgagor with respect to any transfer of an interest in such Mortgagor pursuant to Section 3.09(a) of this Agreement.


“Authenticating
Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 5.09 of this Agreement.


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


(a)           the aggregate amount relating to the Trust Fund on deposit in the Collection Account and the Lower-Tier Distribution Account,
as of the close of business on the Business Day prior to the related Master Servicer Remittance Date, including any amounts that
may be transferred to the Collection Account on the Business Day prior to the related Master Servicer Remittance Date from any
REO Account pursuant to Section 3.16(a) of this Agreement or Serviced Whole Loan Custodial Account, exclusive of (without
duplication):


 


(i)             all
scheduled Monthly Payments and Balloon Payments paid by the Mortgagors that are due on a Due Date (without regard to grace periods)
that occurs after the end of the related Collection Period (without regard to grace periods);


 


(ii)            all Unscheduled Payments of principal (including Principal Prepayments (together with any related payments of interest
allocable to the period following the Due Date for the related Mortgage Loan during the related Collection Period)), Net Liquidation
Proceeds, Net Insurance Proceeds or Net Condemnation Proceeds and other unscheduled recoveries received subsequent to the related
Determination Date (other than any remittances on the Non-Serviced Mortgage Loans or the Trust’s interest in any related
REO Property contemplated by clause (b) of this definition);


 


(iii)           all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through
(viii), inclusive, of Section 3.06(a) of this Agreement;


 


(iv)           all Yield Maintenance Charges;


 






    	-13-



    	 



    

 


(v)            all Penalty Charges retained in the Collection Account pursuant to Section 3.14(a) of this Agreement;


 


(vi)           all amounts deposited in the Collection Account or the Lower-Tier Distribution Account, as the case may be, in error;


 


(vii)          with respect to the Mortgage Loans for which Withheld Amounts are required to be deposited in the Interest Reserve Account,
and any Distribution Date in (1) each February or (2) any January in a year that is not a leap year (unless, in either
case, such Distribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal Balance
of such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which the subject
Distribution Date occurs at the related Mortgage Loan Rate, less the Administrative Cost Rate, to the extent such amounts are
to be deposited in the Interest Reserve Account and held for future distribution pursuant to Section 3.23 of this Agreement;
and


 


(viii)         Excess Interest;


(b)           if and to the extent not already included in clause (a) of this definition, the aggregate amount transferred from any REO
Account or Serviced Whole Loan Custodial Account to the Collection Account for such Distribution Date pursuant to Section 3.16
or Section 3.06A, as applicable, of this Agreement, and all remittances received on the Non-Serviced Mortgage Loans or the
Trust’s interest in any related REO Property in the month of such Distribution Date, in each case to the extent that such
transfer is made or such remittances are received, as the case may be, by the close of business on the Business Day immediately
preceding the related Master Servicer Remittance Date;


(c)           the aggregate amount of any Compensating Interest Payments made by the Master Servicer and P&I Advances made by the
Master Servicer or the Trustee, as applicable, for such Distribution Date (net of the related Trustee/Certificate Administrator
Fee with respect to the Mortgage Loans (including REO Mortgage Loans) for which such Compensating Interest Payments or P&I
Advances are made, to the extent not already deducted from Available Funds pursuant to clause (a)(iii) of this definition);
and


(d)           for the Distribution Date occurring in each March (or February if the final Distribution Date occurs in such month), the
Withheld Amounts remitted to the Lower-Tier Distribution Account pursuant to Section 3.23 of this Agreement.


Notwithstanding the investment of funds
held in the Collection Account or the Lower-Tier Distribution Account pursuant to Section 3.07 of this Agreement, 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 provides
for an amortization schedule extending beyond its Maturity Date, unless such extension results solely from the accrual of interest
on the






    	-14-



    	 



    

 


basis
of the actual number of days elapsed in a year of 360 days, notwithstanding calculation of Monthly Payments based on a 360-day
year consisting of twelve 30-day months.


“Balloon
Payment”: With respect to any Balloon Mortgage Loan as of any date of determination, the amount outstanding on the Maturity
Date of such Mortgage Loan in excess of the related Monthly Payment.


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


“Bancorp
Loan Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated as of August 1, 2015, by and between Bancorp and
the Depositor.


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


“Bank of
New York Mellon Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of August 1, 2015, by and between
Bank of New York Mellon and the Depositor.


“Base Interest
Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Class A-1,
Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates, a fraction (a) whose
numerator is the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds (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 (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage
Loan, the yield rate applicable to any related yield maintenance charge or that is otherwise described in the related Mortgage
Loan Documents) and (b) whose denominator is the amount, if any, by which (i) the Mortgage Loan Rate on such Mortgage
Loan exceeds (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 (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance
of the related Mortgage Loan, the yield rate applicable to any related yield maintenance charge or that is otherwise described
in the related Mortgage Loan Documents); provided, however, that under no circumstances shall the Base Interest Fraction
be greater than one. However, if such discount rate referred to in the preceding sentence is greater than or equal to the lesser
of (x) the Mortgage Loan Rate on the related Mortgage Loan and (y) the Pass-Through Rate described in the preceding sentence,
then the Base Interest Fraction shall equal zero; provided that, if such discount rate is greater than or equal to the Mortgage
Loan Rate on such Mortgage Loan, but less than the Pass-Through Rate described in the preceding sentence, then the Base Interest
Fraction shall equal one.


“Beneficial
Owner”: With respect to a Global 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 Person maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository). Each of the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer






    	-15-



    	 



    

 


shall
have the right to require, as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement,
that such Person provide evidence (which may be in the form of an Investor Certification) at its expense of its status as a Beneficial
Owner hereunder.


“Borrower-Related
Party”: As defined in Section 3.32 of this Agreement.


“Borrower
Delayed Reimbursements”: Any Additional Trust Fund Expenses and reimbursements of Advances that the related Mortgagor
is required, pursuant to a written modification agreement, to pay in the future to the Trust in its capacity as owner of the related
Mortgage Loan.


“Breach”:
As defined in Section 2.03(a) of this Agreement.


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


“BSPCC Loan
Purchase Agreement”: The mortgage loan purchase agreement, dated as of August 1, 2015, by and between BSPCC and the Depositor.


“Business
Day”: Any day other than a Saturday, a Sunday or any day on which the New York Stock Exchange, the Federal Reserve Bank
of New York or banking institutions in the City of New York, New York or the States of North Carolina, Kansas or Pennsylvania,
the cities in which the principal offices of the Operating Advisor, the Master Servicer or the Special Servicer are located, or
the city in which the Corporate Trust Office of the Certificate Administrator or the Trustee is located are authorized or obligated
by law, executive order or governmental decree to be closed.


“Calculation
Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest
payments on a Mortgage Loan or proceeds from the sale of a Defaulted Mortgage Loan, the highest of (1) the rate determined by the
Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Mortgagors
on similar debt of the Mortgagors as of such date of determination, (2) the Mortgage Loan Rate and (3) the yield on 10-year
U.S. treasuries and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth
in the most recent Appraisal (or update of such Appraisal).


“Cape May
Hotels Co-Lender Agreement”: With respect to the Cape May Hotels Whole Loan, the co-lender agreement, dated as of August
18, 2015, by and between the holder of the Cape May Hotels Mortgage Loan and the Cape May Hotels Companion Loan Holder, relating
to the relative rights of the holder of the Cape May Hotels Mortgage Loan and the Cape May Hotels Companion Loan Holder, as the
same may be amended from time to time in accordance with the terms thereof.


“Cape May
Hotels Companion Loan”: With respect to the Cape May Hotels Whole Loan, the related promissory note made by the related
Mortgagor and secured by the Cape May Hotels Mortgage and designated as Note A-2, which note is not included in the Trust.






    	-16-



    	 



    

“Cape May
Hotels Companion Loan Holder”: A holder of a Cape May Hotels Companion Loan.


“Cape May
Hotels Mortgage Loan”: With respect to the Cape May Hotels Whole Loan, the Mortgage Loan included in the Trust and identified
on the Mortgage Loan Schedule as Cape May Hotels, which is evidenced by promissory note designated as Note A-1.


“Cape May
Hotels Whole Loan”: The Cape May Hotels Mortgage Loan, together with the Cape May Hotels Companion Loan, each of which
is secured by the Cape May Hotels Mortgage. References herein to the Cape May Hotels Whole Loan shall be construed to refer to
the aggregate indebtedness secured under the Cape May Hotels Mortgage.


“Certificate”:
Any 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, Class C, Class D, Class E, Class F, Class NR, Class Z and Class R
Certificate issued, authenticated and delivered hereunder.


“Certificate
Administrator”: Wells Fargo Bank, National Association, a national banking association, and its successor in interest,
or any successor Certificate Administrator appointed as herein provided.


“Certificate
Administrator Accounts”: As defined in Section 3.07(a) of this Agreement.


“Certificate
Administrator Personnel”: The divisions and individuals of the Certificate Administrator who are involved in the performance
of the duties of the Certificate Administrator under this Agreement.


“Certificate
Administrator’s Website”: The internet website of the Certificate Administrator, initially located at www.ctslink.com.


“Certificate
Factor”: With respect to any Class of Regular Certificates, as of any date of determination, a fraction, expressed as
a decimal carried to eight places, the numerator of which is the then related Certificate Principal Balance or the Notional Amount,
as the case may be, and the denominator of which is the related initial Certificate Principal Balance or the initial Notional Amount,
as the case may be.


“Certificate
Principal Balance”: With respect to any Class of Principal Balance Certificates (a) on or prior to the first Distribution
Date, an amount equal to the aggregate initial “Certificate Principal Balance” of such Class of Principal Balance Certificates,
as specified in the Preliminary Statement hereto, and (b) as of any date of determination after the first Distribution Date,
an amount equal to the Certificate Principal Balance of such Class of Principal Balance Certificates on the Distribution Date immediately
prior to such date of determination, after actual distributions of principal thereon and allocation of Realized Losses thereto
on such prior Distribution Date, and after any increases to such Certificate Principal Balance on such prior Distribution Date
(as and to the extent provided in the penultimate sentence of the first paragraph of Section 4.01(f) of this Agreement)
in connection with recoveries of Nonrecoverable Advances previously reimbursed out of collections of principal on the Mortgage
Loans.






    	-17-



    	 



    

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


“Certificateholder”:
With respect to any Certificate, the Person whose name is registered in the Certificate Register; provided, however,
that, except to the extent provided in the next proviso, solely for the purpose of giving any consent or taking any action pursuant
to this Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor, a manager of a Mortgaged Property, a Mortgagor, or any Person actually known
to a Responsible Officer of the Certificate Registrar to be an Affiliate of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, a manager of a Mortgaged Property or a Mortgagor shall be deemed
not to be outstanding and 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 or take any such action has been obtained; provided,
however, that for purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificates
beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor or an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or the Operating Advisor 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 Certificate Administrator, the Operating Advisor or any of their Affiliates, such Certificate shall be deemed not
to be outstanding; provided, however, if the Master Servicer, the Special Servicer or an Affiliate of the Master
Servicer or the Special Servicer is a member of the Controlling Class, it shall be permitted to act in such capacity and exercise
all rights under this Agreement bestowed upon the Controlling Class; provided, further, if an Affiliate of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor has provided an
Investor Certification in which it has certified as to the existence of an Affiliate Ethical Wall between it and the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor, as applicable,
then any Certificates beneficially owned by such Affiliate shall be deemed to be outstanding.


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer pursuant
to Section 6.08(a) of this Agreement, the holders of Certificates evidencing at least 75% of the aggregate Voting Rights
(taking into account Realized Losses and the application of any Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of the Certificates pursuant to Section 3.10 of this Agreement) of all Certificates (other than the Class Z and
Class R Certificates), on an aggregate basis.


“Certification
Parties”: As defined in Section 10.05 of this Agreement.


“Certifying
Certificateholder”: A Certificateholder or Beneficial Owner of a Certificate that has provided the Trustee or the Certificate
Administrator, as applicable, with an executed Investor Certification.






    	-18-



    	 



    

“Certifying
Person”: As defined in Section 10.05 of this Agreement.


“Certifying
Servicer”: As defined in Section 10.07 of this Agreement.


“Charles
River Plaza North Co-Lender Agreement”: With respect to the Charles River Plaza North Whole Loan, the co-lender agreement,
dated as of July 7, 2015, by and between the holder of the Charles River Plaza North Mortgage Loan and the Charles River Plaza
North Companion Loan Holders, relating to the relative rights of the holder of the Charles River Plaza North Mortgage Loan and
each Charles River Plaza North Companion Loan Holder, as the same may be amended from time to time in accordance with the terms
thereof.


“Charles
River Plaza North Companion Loan”: The Charles River Plaza North Pari Passu Companion Loan and the Charles River Plaza
North Subordinate Companion Loan.


“Charles
River Plaza North Companion Loan Holder”: The holder of a Charles River Plaza North Companion Loan.


“Charles
River Plaza North Control Appraisal Event”: With respect to the Charles River Plaza North Whole Loan, the existence of
a Control Appraisal Period (as defined in the Charles River Plaza North Co-Lender Agreement).


“Charles
River Plaza North Directing Holder”: With respect to the Charles River Plaza North Whole Loan, the Controlling Noteholder
(as defined in the Charles River Plaza North Co-Lender Agreement).


“Charles
River Plaza North Mortgage Loan”: With respect to the Charles River Plaza North Whole Loan, the Mortgage Loan included
in the Trust and identified on the Mortgage Loan Schedule as Charles River Plaza North, which is evidenced by promissory notes
designated as Note A-1 and Note A-2.


“Charles
River Plaza North Pari Passu Companion Loan”: With respect to the Charles River Plaza North Whole Loan, the related promissory
note made by the related Mortgagor and secured by the Charles River Plaza North Mortgage and designated as Note A-3, which note
is not included in the Trust and is pari passu in right of payment with the Charles River Plaza North Mortgage Loan.


“Charles
River Plaza North Subordinate Companion Loan”: With respect to the Charles River Plaza North Whole Loan, the related
promissory note identified as Note B, which is subordinate in right of payment to the Charles River Plaza North Mortgage Loan,
to the extent set forth in the related Mortgage Loan Documents and as provided in the related Charles River Plaza North Co-Lender
Agreement.


“Charles
River Plaza North Subordinate Companion Loan Holder”: The holder of the Charles River Plaza North Subordinate Companion
Loan.


“Charles
River Plaza North Whole Loan”: The Charles River Plaza North Mortgage Loan, together with the Charles River Plaza North
Companion Loans, each of which is secured by the Charles River Plaza North Mortgage. References herein to the Charles River






    	-19-



    	 



    

 


Plaza
North Whole Loan shall be construed to refer to the aggregate indebtedness secured under the Charles River Plaza North Mortgage.


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical or alphanumeric class designation, and
with respect to the Lower-Tier Regular Interests, each interest set forth in the Preliminary Statement hereto.


“Class A
Certificates”: The Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class
A-4 Certificates and the Class A-SB Certificates.


“Class A-1
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-1 hereto.


“Class A-1
Component”: The Class X-A Component having such designation.


“Class A-1
Pass-Through Rate”: A per annum fixed rate equal to 1.7167%.


“Class A-2
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-2 hereto.


“Class A-2
Component”: The Class X-A Component having such designation.


“Class A-2
Pass-Through Rate”: A per annum fixed rate equal to 3.0326%.


“Class A-3
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-3 hereto.


“Class A-3
Component”: The Class X-A Component having such designation.


“Class A-3
Pass-Through Rate”: A per annum fixed rate equal to 3.4465%.


“Class A-4
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-4 hereto.


“Class A-4
Component”: The Class X-A Component having such designation.


“Class A-4
Pass-Through Rate”: A per annum fixed rate equal to 3.7182%.


“Class A-S
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form of Exhibit A-12 hereto.


“Class A-S
Component”: The Class X-A Component having such designation.






    	-20-



    	 



    

“Class A-S
Pass-Through Rate”: A per annum rate equal to the lesser of 4.0532% and the WAC Rate.


“Class A-SB
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-5 hereto.


“Class A-SB
Component”: The Class X-A Component having such designation.


“Class A-SB
Pass-Through Rate”: A per annum fixed rate equal to 3.4481%.


“Class A-SB
Scheduled Principal Balance”: For any Distribution Date, the scheduled principal balance for such Distribution Date set
forth on Exhibit BB to this Agreement.


“Class B
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-13 hereto.


“Class B
Component”: The Class X-B Component having such designation.


“Class B
Pass-Through Rate”: A per annum rate equal to the WAC Rate minus 0.25%.


“Class C
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-14 hereto.


“Class C
Pass-Through Rate”: A per annum rate equal to the WAC Rate.


“Class D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-15 hereto.


“Class D
Pass-Through Rate”: A per annum rate equal to the WAC Rate minus 1.00%.


“Class D
Component”: The Class X-D Component having such designation.


“Class E
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-16 hereto.


“Class E
Component”: The Class X-E Component having such designation.


“Class E
Pass-Through Rate”: A per annum rate equal to the lesser of 3.220% and the WAC Rate.






    	-21-



    	 



    

“Class F
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-17 hereto.


“Class F
Component”: The Class X-F Component having such designation.


“Class F
Pass-Through Rate”: A per annum rate equal to the lesser of 3.220% and the WAC Rate.


“Class F
Transfer”: As defined in Section 6.09(h) of this Agreement.


“Class NR
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-18 hereto.


“Class NR
Component”: The Class X-NR Component having such designation.


“Class NR
Pass-Through Rate”: A per annum rate equal to the lesser of 3.220% and the WAC Rate.


“Class R
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-19 hereto. The Class R Certificates have no Pass-Through
Rate, Certificate Principal Balance or Notional Amount.


“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
requires.


“Class X
Strip Rate”: With respect to each Component for any Distribution Date, a rate per annum equal to the excess, if
any, of (i) the WAC Rate for such Distribution Date, over (ii) the Pass-Through Rate for the Class of Corresponding Certificates.


“Class X-A
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-6 hereto.


“Class X-A
Components”: The Class A-1 Component, the Class A-2 Component, the Class A-3 Component, the Class A-4 Component, the
Class A-SB Component and the Class A-S Component.


“Class X-A
Notional Amount”: With respect to the Class X-A Certificates as of any date of determination, the aggregate of the
Component Notional Amounts of the Class X-A Components.


“Class X-A
Pass-Through Rate”: For any Distribution Date, the weighted average of Class X Strip Rates for the Class X-A Components
for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding immediately
prior to such Distribution Date).






    	-22-



    	 



    

“Class X-B
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-7 hereto.


“Class X-B
Component”: The Class B Component.


“Class X-B
Notional Amount”: With respect to the Class X-B Certificates as of any date of determination, the Component Notional
Amount of the Class X-B Component.


“Class X-B
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 0.25%.


“Class X-D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-8 hereto.


“Class X-D
Component”: The Class D Component.


“Class X-D
Notional Amount”: With respect to the Class X-D Certificates as of any date of determination, the Component Notional
Amount of the Class X-D Component.


“Class X-D
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 1.00%.


“Class X-E
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-9 hereto.


“Class X-E
Component”: The Class E Component.


“Class X-E
Notional Amount”: With respect to the Class X-E Certificates as of any date of determination, the Component Notional
Amount of the Class X-E Component.


“Class X-E
Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-E Component for such
Distribution Date.


“Class X-F
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-10 hereto.


“Class X-F
Component”: The Class F Component.


“Class X-F
Notional Amount”: With respect to the Class X-F Certificates as of any date of determination, the Component Notional
Amount of the Class X-F Component.


“Class X-F
Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-F Component for such
Distribution Date.






    	-23-



    	 



    

“Class X-NR
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-11 hereto.


“Class X-NR
Component”: The Class NR Component.


“Class X-NR
Notional Amount”: With respect to the Class X-NR Certificates as of any date of determination, the Component Notional
Amount of the Class X-NR Component.


“Class X-NR
Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-NR Component for such
Distribution Date.


“Class Z
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-20 hereto and evidencing an undivided beneficial interest in the
related portion of the Grantor Trust. The Class Z Certificates have no Pass Through Rate, Certificate Principal Amount or Notional
Amount.


“Class Z
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) any Excess Interest and (ii) amounts
held from time to time in the Excess Interest Distribution Account.


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


“Clearstream”:
Clearstream Banking, société anonyme, and its successors in interest.


“Closing
Date”: August 18, 2015.


“Co-Lender
Agreement”: Each of the Charles River Plaza North Co-Lender Agreement, the Starwood Capital Extended Stay Portfolio Co-Lender
Agreement, the Mall of New Hampshire Co-Lender Agreement, the Westfield Wheaton Co-Lender Agreement, the Arizona Grand Resort &
Spa Co-Lender Agreement, the Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement, the Westfield Trumbull Co-Lender Agreement,
the WPC Department Store Portfolio Co-Lender Agreement, the Sterling & Milagro Co-Lender Agreement and Cape May Hotels Co-Lender
Agreement.


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations
of the United States Department of the Treasury promulgated pursuant thereto.


“Collection
Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of
this Agreement, which (subject to any changes in the identities of the Master Servicer or the Trustee) shall be entitled “Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer on behalf of Wells Fargo Bank, National Association,
as Trustee, for the benefit of the registered holders of CSAIL 2015-C3






    	-24-



    	 



    

 


Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3” and which must be an Eligible Account.


“Collection
Period”: With respect to a Distribution Date and each Mortgage Loan, the period beginning on the day after the Due Date
(without regard to grace periods) in the month preceding the month in which such Distribution Date occurs (or, in the case
of the Distribution Date occurring in September 2015, beginning on the day after the Cut-Off Date) and ending on and including
the Due Date (without regard to grace periods) in the month in which such Distribution Date occurs.


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


“Column Loan
Purchase Agreement”: The mortgage loan purchase agreement, dated as of August 1, 2015, by and between Column and the
Depositor.


“Commission”:
The Securities and Exchange Commission.


“Companion
Loan”: Any of the Charles River Plaza North Companion Loans, the Starwood Capital Extended Stay Portfolio Companion Loans,
the Mall of New Hampshire Companion Loan, the Westfield Wheaton Companion Loans, the Arizona Grand Resort & Spa Companion Loan,
the Soho-Tribeca Grand Hotel Portfolio Companion Loans, the Westfield Trumbull Companion Loans, the Sterling & Milagro Companion
Loan and the Cape May Hotels Companion Loan.


“Companion
Loan Holder”: The holder of a Companion Loan.


“Companion
Loan Holder Representative”: With respect to each Companion Loan that is part of a Serviced Whole Loan, the related “Non-Controlling
Note Holder Representative” (if and as defined in the related Co-Lender Agreement) or any representative appointed by the
related Companion Loan Holder in accordance with the related Co-Lender Agreement.


“Companion
Loan Rating Agency”: With respect to any Companion Loan, any rating agency that was engaged by a participant in the securitization
of such Companion Loan to assign a rating to the related Serviced Companion Loan Securities.


“Companion
Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Companion
Loan that is part of a Serviced Whole Loan or any related REO Property as to which any Serviced Companion Loan Securities exist
(including, but not limited to, the replacement of a Master Servicer or a Special Servicer), confirmation in writing (which may
be in electronic form) by each applicable Companion Loan 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 such Serviced Companion Loan Securities (if then rated by the Companion Loan Rating Agency); provided that
upon receipt of a written waiver or other acknowledgment from the Companion Loan Rating Agency indicating its decision not to review
or declining to review the matter for which the Companion Loan Rating Agency Confirmation is sought (such written






    	-25-



    	 



    

 


notice,
a “Companion Loan Rating Agency Declination”), or as otherwise provided in Section 3.29 of this Agreement,
the requirement for the Companion Loan Rating Agency Confirmation from the applicable Companion Loan Rating Agency with respect
to such matter shall not apply.


“Companion
Loan Rating Agency Declination”: As defined in the definition of “Companion Loan Rating Agency Confirmation”
in this Agreement.


“Companion
Loan Securities”: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets
of an Other Securitization Trust, which assets include a Companion Loan (or a portion thereof or interest therein).


“Compensating
Interest Payments”: Any payment required to be made by the Master Servicer pursuant to Section 3.13 of this Agreement
to cover Prepayment Interest Shortfalls.


“Component”:
With respect to (a) the Class X-A Certificates, the Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-4
Component, Class A-SB Component and Class A-S Component; (b) the Class X-B Certificates, the Class B Component; (c) the Class
X-D Certificates, the Class D Component; (d) the Class X-E Certificates, the Class E Component, (e) the Class X-F Certificates,
the Class F Component and (f) the Class X-NR Certificates, the Class NR Component.


“Component
Notional Amount”: With respect to each Component and any date of determination, an amount equal to the Lower-Tier Principal
Balance of the Corresponding Lower-Tier Regular Interest for that Component.


“Condemnation
Proceeds”: All of the proceeds received in connection with the taking of all or a part of a Mortgaged Property or REO
Property (including with respect to any Non-Serviced Mortgage Loan) by exercise of the power of eminent domain or condemnation,
subject, however, to the rights of any tenants and ground lessors, as the case may be, and the terms of the related Mortgage. In
the case of each Non-Serviced Mortgage Loan, “Condemnation Proceeds” means any portion of such proceeds received by
the Trust in connection with the related Non-Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender
Agreement.


“Confidential
Information”: With respect to each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator and the Trustee, all material non-public information obtained in the course of and as a result of
such Person’s performance of its duties under this Pooling and Servicing Agreement with respect to any Mortgage Loan (or
Serviced Whole Loan), any Mortgagor and any Mortgaged Property, unless such information (i) was already in the possession of such
Person prior to being disclosed to such Person, (ii) is or becomes available to such Person from a source other than its activities
as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee,
as applicable, or (iii) is or becomes generally available to the public other than as a result of a disclosure by the Master Servicer
Servicing Personnel, the Special Servicer Servicing Personnel, the Operating Advisor Surveillance Personnel, the Certificate Administrator
Personnel or the Trustee Personnel.






    	-26-



    	 



    

“Consent
Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable,
any and all fees actually paid by a Mortgagor with respect to any consent or approval required pursuant to the terms of the related
Loan (or Serviced Whole Loan, if applicable) Documents that does not involve a modification evidenced by a signed writing, assumption,
extension, waiver or amendment of the terms of the related Mortgage Loan (or Serviced Whole Loan) Documents.


“Consultation
Termination Event”: The event that (i) occurs for so long as no Class of Control Eligible Certificates has a Certificate
Principal Balance (without regard to the application of any Appraisal Reduction Amounts) at least equal to 25% of the initial Certificate
Principal Balance of such Class or (ii) shall be deemed to occur pursuant to Section 6.09(d) or Section 6.09(h)
of this Agreement.


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


“Control
Termination Event”: The event that (i) occurs for so long as no Class of Control Eligible Certificates has a Certificate
Principal Balance (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section
3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Principal Balance of such Class or (ii) shall
be deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement.


“Controlling
Class”: As of any time of determination, the most subordinate Class of Control Eligible Certificates then-outstanding
that has a Certificate Principal Balance (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance
with Section 3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Principal Balance of such Class
or, if no Class of Control Eligible Certificates meets the preceding requirement, the Class F Certificates. The Controlling
Class as of the Closing Date will be the Class NR Certificates.


“Controlling
Class Certificateholder”: Each Holder (or Beneficial Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Administrator from time to time.


“Controlling
Class Representative”: The Controlling Class Certificateholder (or other representative) selected by at least
a majority of the Controlling Class Certificateholders, by Certificate Principal Balance, as identified by notice to the Certificate
Registrar by the applicable Controlling Class Certificateholders from time to time, with notice of such selection delivered
to the Special Servicer, the Master Servicer, the Trustee, the Certificate Administrator and the Operating Advisor; provided
that, (i) absent such selection, or (ii) until a Controlling Class Representative is so selected, or (iii) upon
receipt of notice from the Controlling Class Certificateholders representing more than 50% of the Certificate Principal Balance
of the Controlling Class that a Controlling Class Representative is no longer so designated, the Controlling Class Representative
shall be the Controlling Class Certificateholder that owns Certificates representing the largest portion of the Certificate
Principal Balance of the Controlling Class as identified to the Certificate Registrar; provided, further, that the
Controlling Class Representative shall not be a Mortgagor or an affiliate of a Mortgagor.






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The initial Controlling
Class Representative on the Closing Date shall be RREF II CMBS AIV, LP, and the Certificate Registrar and the other parties
to this Agreement shall be entitled to assume RREF II CMBS AIV, LP or any successor Controlling Class Representative selected thereby
is the Controlling Class Representative on behalf of RREF II CMBS AIV, LP as Holder (or Beneficial Owner) of each Class of Control
Eligible Certificates, until the Certificate Registrar receives (a) written notice of a replacement Controlling Class Representative
or (b) written notice that RREF II CMBS AIV, LP is no longer the Holder (or Beneficial Owners) of a majority of the applicable
Control Eligible Certificates.


“Corporate
Trust Office”: The office of the Trustee or the Certificate Administrator, at which at any particular time its respective
corporate trust business shall be principally administered. At the date of this Agreement, the corporate trust office of the Trustee
and Certificate Administrator is located at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services,
CSAIL 2015-C3, and (iii) the Certificate Administrator is located for certificate transfer purposes, Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479-0113, Attention: CSAIL 2015-C3.


“Corrected
Mortgage Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that had been a Specially
Serviced Loan but has ceased to be such in accordance with the definition of “Specially Serviced Loan” (other than
by reason of a Liquidation Event occurring in respect of such Mortgage Loan or Serviced Whole Loan or a related Mortgaged Property
becoming an REO Property).


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


“Corresponding
Component”: As identified in the Preliminary Statement with respect to any Class of Regular Certificates or Lower-Tier
Regular Interest.


“Corresponding
Lower-Tier Regular Interest”: As identified in the Preliminary Statement with respect to any Class of Regular Certificates
or Component.


“CREFC®”:
CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a
successor thereto. If neither such association nor any successor remains in existence, “CREFC®” shall
be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees,
certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and whose
principal purpose is the establishment of industry standards for reporting transaction-specific information relating to commercial
mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties
underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other association
or organization. If an organization or association described in one of the preceding sentences of this definition does not exist,
“CREFC®” shall be deemed to refer to such other association or organization as shall be selected by
the Master Servicer and






    	-28-



    	 



    

 


reasonably
acceptable to the Certificate Administrator, the Special Servicer and, for so long as no Control Termination Event has occurred
and is continuing, the Controlling Class Representative.


“CREFC®
Advance Recovery Report”: A 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 Template”: A report substantially in the form of, and containing the information called for in, the
downloadable form of the “Appraisal Reduction 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®
Assumption Modification Posting Instructions Template”: A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Assumption Modification Posting Instructions 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®
Capitalized Amounts/Non-Recoverable Trust Expense Template”: A report substantially in the form of, and containing the
information called for in, the downloadable form of the “Capitalized Amounts/Non-Recoverable Trust Expense 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®
Collateral Summary File”: The data file in the “CREFC® Collateral Summary File” format substantially
in the form of and containing the information called for therein, or such other form for the presentation of such information as
may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


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


“CREFC®
Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Delinquent Loan






    	-29-



    	 



    

 


Status
Report” available as of the Closing Date on the CREFC® Website, or no later than 90 days after its adoption,
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®
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 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®
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 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®
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 (including any REO Mortgage Loan) and
for any Distribution Date, an amount accrued during the related Interest Accrual Period at the CREFC® Intellectual
Property Royalty License Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date Principal Balance of such
Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the
close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed
for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the
related Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC®
Intellectual Property Royalty License Fee shall be payable from the Lower-Tier REMIC.


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.0005% per annum.





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“CREFC®
Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available 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®
Investor Reporting Package (IRP)”: Collectively:




(a)           the following seven electronic files (and any other files as may be, or have been, adopted and promulgated by CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Loan Setup
File, (ii) CREFC® Loan Periodic Update File, (iii) CREFC® Property File, (iv) CREFC®
Bond Level File, (v) CREFC® Financial File, (vi) CREFC® Collateral Summary File and (vii) CREFC®
Special Servicer Loan File;


(b)           the following ten supplemental reports (and any other reports as may be, or have been, adopted and promulgated by CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Delinquent
Loan Status Report, (ii) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report,
(iii) CREFC® REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC®
Comparative Financial Status Report, (vi) CREFC® Servicer Watchlist/Portfolio Review Guidelines, (vii) CREFC®
Loan Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance
Recovery Report, and (x) CREFC® Total Loan Report;


(c)           the following fifteen templates (and any other templates as may be, or have been, adopted and promulgated by CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Appraisal Reduction
Template, (ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Reconciliation of Funds Template,
(iv) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC® Historical
Liquidation Loss Template, (vi) CREFC® Interest Shortfall Reconciliation Template, (vii) CREFC® Servicer
Remittance to Certificate Administrator Template, (viii) CREFC® Significant Insurance Event Template, (ix) CREFC®
Loan Modification Report Template, (x) CREFC® Loan Liquidation Report Template, (xi) CREFC®
REO Liquidation Report Template, (xii) CREFC® Payment Posting Instructions Template, (xiii) CREFC®
Modification Posting Instructions Template, (xiv) CREFC® Assumption Modification Posting Instructions Template,
and (xv) CREFC® Capitalized Amounts/Non-Recoverable Trust Expense Template; and


(d)           such other reports and data files as CREFC® may designate, or has designated, as part of the “CREFC®
Investor Reporting Package (CREFC® IRP)” from time to time.


“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.






    	-31-



    	 



    

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


“CREFC®
Loan Liquidation Report Template”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Loan Liquidation Report 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®
Loan Modification Report Template”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Loan Modification Report 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®
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®
Modification Posting Instructions Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Modification Posting Instructions 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®
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 monthly 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






    	-32-



    	 



    

 


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


“CREFC®
Payment Posting Instructions Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Payment Posting Instructions 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®
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 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®
REO Liquidation Report Template”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “REO Liquidation Report 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®
REO Status Report”: The 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 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®
Servicer Remittance to Certificate Administrator Template”: A report substantially in the form of, and containing the
information called for in, the downloadable form of the “Interest Servicer Remittance to Certificate Administrator 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.






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“CREFC®
Servicer Watch List/Portfolio Review Guidelines”: As of each Determination Date a report, 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®
Significant Insurance Event Template”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Interest Significant Insurance Event 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®
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”: The report in the “Total 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®
Website”: The CREFC®’s 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 Distribution Date on which the Certificate Principal Balance of each Class of Principal Balance Certificates
(other than the Class A Certificates) is (or will be) reduced to zero due to the application of Realized Losses.


“CSAIL 2015-C1
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of March 1, 2015, between Credit Suisse
First Boston Mortgage Securities Corp., as depositor, KeyBank National Association, as master servicer, C-III Asset Management
LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wells Fargo Bank, National Association,
as trustee, and Park Bridge Lender Services LLC, as operating advisor, entered into in connection with the issuance of the Commercial
Mortgage Pass-Through Certificates, Series 2015-C1.


“CSAIL 2015-C2
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of May 1, 2015, between Credit Suisse
First Boston Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital
Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National
Association, as trustee, and Park Bridge Lender






    	-34-



    	 



    

 


Services
LLC, as operating advisor, entered into in connection with the issuance of the Commercial Mortgage Pass-Through Certificates,
Series 2015-C2.


“Custodial
Agreement”: The custodial agreement, if any, from time to time in effect between the Custodian named therein and the
Certificate Administrator, as the same may be amended or modified from time to time in accordance with the terms thereof. For avoidance
of doubt, as of the Closing Date, the Custodian is the Certificate Administrator.


“Custodian”:
Any Custodian appointed pursuant to Section 5.10 of this Agreement and, unless the Certificate Administrator is Custodian,
named pursuant to any Custodial Agreement. The Custodian may (but need not) be the Certificate Administrator or the Master
Servicer or any Affiliate or agent of the Certificate Administrator or the Master Servicer, but may not be the Depositor or any
Affiliate thereof.


“Cut-Off
Date”: With respect to each Mortgage Loan, the Due Date in August 2015 for that Mortgage Loan (or, in the case of any
Mortgage Loan that has its first due date in September 2015, the date that would have been its Due Date in August 2015 under the
terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).


“Cut-Off
Date Principal 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
and the Special Servicer and specific ratings of DBRS herein referenced shall be deemed to refer to the equivalent ratings (as
reasonably determined by the Depositor) of the party so designated.


“Debt Service
Coverage Ratio”: With respect to any Mortgage Loan (or Serviced Whole Loan, if applicable), 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 Monthly Payments (other than any Balloon
Payment) due under such Mortgage Loan (or Serviced Whole Loan, if applicable) during such period; provided that with respect
to the Mortgage Loans (and with respect to any Serviced Whole Loan that includes a Mortgage Loan) identified on the Mortgage Loan
Schedule 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 Monthly 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”:
An event of default under the Mortgage Loan (or Serviced Whole Loan, if applicable) or an event which, with the passage of time
or the giving of notice, or both, would constitute an event of default under the Mortgage Loan (or Serviced Whole Loan, if applicable).






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“Default
Interest”: With respect to any Mortgage Loan or Companion Loan, all interest (other than Excess Interest) accrued in
respect of such Mortgage Loan or Companion Loan as provided in the related Note(s) or Mortgage as a result of a default (exclusive
of late payment charges) that is in excess of interest at the related Mortgage Loan Rate.


“Default
Rate”: With respect to each Mortgage Loan or Companion Loan, the per annum rate at which interest accrues on such
Mortgage Loan or Companion Loan, as the case may be, following any event of default on such Mortgage Loan or Companion Loan, as
the case may be, including a default in the payment of a Monthly Payment or a Balloon Payment.


“Defaulted
Mortgage Loan”: A Mortgage Loan or Serviced Whole Loan (i) that is delinquent at least sixty days in respect of
its Monthly 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 Note(s) and without regard to any acceleration of
payments under the related Mortgage and Note(s) 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 Note(s).


“Defaulted
Serviced Whole Loan”: Any Serviced Whole Loan that is a Defaulted Mortgage Loan.


“Defeasance
Loan”: Those Mortgage Loans which provide the related Mortgagor with the option to defease the related Mortgaged Property.


“Deficient
Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator, the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other
than a Mortgage Loan Seller 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 item and (z) delivered by or on behalf of such
party pursuant to the delivery requirements under Article X 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.


“Definitive
Certificate”: Any Certificate in fully registered certificated form without interest coupons.


“Depositor”:
Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation, and its successors and assigns.


“Depository”:
The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction
of the Depositor if the Depositor is legally able to do so).


“Depository
Participant”: A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities
deposited with the Depository.






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


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


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


(3)           a copy of the Mortgage;


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


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


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


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


(8)           legal description of the related Mortgaged Property;


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


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


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


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


(13)         the related Mortgagor tax ID;


(14)         a PIP Schedule (if such item is a document separate from the Loan Agreement and the Mortgage), if any;


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


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






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(17)         in the case of a Serviced Whole Loan, a copy of the related Co-Lender Agreement.


“Determination
Date”: With respect to any Distribution Date, the eleventh day of the calendar month of the related Distribution Date
or, if the eleventh day is not a Business Day, the next Business Day, commencing in September 2015.


“Directly
Operate”: With respect to any REO 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 in the ordinary course of a trade or business or any use of such REO Property in a trade or business conducted
by the Trust Fund, or the performance of any construction work on the REO Property (other than the completion of a building or
improvement, where more than 10% of the construction of such building or improvement was completed before default became imminent),
other than through an Independent Contractor; provided, however, that the Special Servicer, on behalf of the Trust
Fund, shall not be considered to Directly Operate an REO Property solely because the Special Servicer, on behalf of the Trust Fund,
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 a Non-Serviced Mortgage Loan), Serviced Whole Loan
or REO Property (other than any interest in any REO Property acquired with respect to any Non-Serviced Whole Loan), for which it
is the Special Servicer, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage
fees and rebates) 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 any such Mortgage Loan or
Serviced Whole Loan and any purchaser of any Mortgage Loan, Companion Loan or REO Property) in connection with the disposition,
workout or foreclosure of any such Mortgage Loan (or Serviced Whole Loan, if applicable), the management or disposition of any
such REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under
this Agreement with respect to which it is the Special Servicer other than (1) any compensation to which the Special Servicer is
entitled under this Agreement and (2) any Permitted Special Servicer/Affiliate Fees.


“Disqualified
Non-U.S. Tax Person”: With respect to a Class R Certificate, any Non-U.S. Tax Person or agent thereof other than (i) a
Non-U.S. Tax Person that holds the Class R Certificate 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 (ii) a Non-U.S.
Tax Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel
to the effect that the transfer of the Class R Certificate to it is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Class R Certificate will not be disregarded for federal income tax purposes.






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“Disqualified
Organization”: Any of (a) the United States, a State or any political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if
all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of
directors is not selected by any such governmental unit), (b) a foreign government, International Organization or agency or
instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the Code
(including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined
in Code Section 860E(c)(1)) with respect to the Class R Certificates (except certain farmers’ cooperatives
described in Code Section 521), (d) rural electric and telephone cooperatives described in Code Section 1381(a)(2),
or (e) any other Person so designated by the Certificate Registrar based upon an Opinion of Counsel to the effect that any
Transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify as a REMIC for federal income tax
purposes at any time that the Certificates are outstanding. For purposes of this definition, the terms “United States,”
“State” and “International Organization” shall have the meanings set forth in Code Section 7701 or
successor provisions.


“Distribution
Account”: The Lower-Tier Distribution Account and the Upper-Tier Distribution Account, each of which may be subaccounts
of a single Eligible Account.


“Distribution
Date”: The fourth Business Day following the Determination Date in each month, commencing September 2015. The first Distribution
Date shall be September 17, 2015.


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


“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 or the Operating Advisor, which lists certain parties identified by the Depositor as
having failed to comply (after any applicable cure period) with their respective obligations under Article X 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.


“Document
Defect”: As defined in Section 2.03(a) of this Agreement.


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






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“Early Termination
Notice Date”: Any date as of which the aggregate Stated Principal Balance of the Mortgage Loans (including REO Mortgage
Loans) is less than 1.0% of the sum of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date.


“EDGAR”:
The Commission’s Electronic Data Gathering and Retrieval System.


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


“Eligible
Account”: Any of (i) a segregated account or accounts maintained with either a federal or state chartered
depository institution or trust company (including the Trustee and the Certificate Administrator), the long-term unsecured
debt obligations (or short-term unsecured debt obligations if the account holds funds for less than 30 days) or
commercial paper of which are rated (a) “A2” by Moody’s (or, if applicable, the short term rating is at
least “P-1” by Moody’s) and (b) “AA-” by Fitch (or “A” by Fitch so long as the
short-term deposit or short-term unsecured debt obligations of such depository institution or trust company are rated no less
than “F1” by Fitch), (ii) an account or accounts maintained with PNC Bank, National Association or Wells Fargo
Bank, National Association so long as PNC Bank, National Association’s or Wells Fargo Bank, National
Association’s long-term unsecured debt rating or deposit account rating shall be at least “A2” by
Moody’s (if the deposits are to be held in the account for more than 30 days) and “A” by Fitch (if the
deposits are to be held in the account for more than 30 days) or PNC Bank, National Association’s or Wells Fargo Bank,
National Association’s short-term deposit account 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 30 days or less) and “A” by
Fitch (if the deposits are to be held in the account for 30 days or less), (iii)(a) solely with respect to the escrow
accounts and reserve accounts, an account or accounts maintained at KeyBank; provided that (1) KeyBank’s long-term
unsecured debt rating is at least “A3” by Moody’s and the aggregate amounts in such escrow and reserve
accounts do not exceed 10% of aggregate stated principal balance of all the Mortgage Loans and Serviced Companion Loans and (2) KeyBank’s (A) short-term unsecured debt rating is at least “F1” by Fitch if the deposits are to be held in such account for 30 days or less and (B) long-term unsecured debt rating is at least “A-” by Fitch if the deposits are to be held in such account for more than 30 days and
(b) with respect to any account other than the escrow accounts and reserve accounts, an account or accounts maintained at
KeyBank; provided that (1) KeyBank’s long-term unsecured debt rating is at least “A2” by Moody’s and “A-” by Fitch if
the deposits are to be held in such account for more than 30 days and (2) KeyBank’s short-term unsecured debt rating is
at least “P-1” by Moody’s and “F1” by Fitch if the deposits are to be held in such account for 30 days or less, (iv) a
segregated trust account (or sub-accounts of a single account in the case of the Excess Liquidation Proceeds Reserve Account,
Interest Reserve Account or any Distribution Account) or accounts maintained with a federal or state chartered
depository institution or trust company acting in its fiduciary capacity, the long-term unsecured debt obligations of such
institution or trust company are rated at least “A2” by Moody’s and “A” by Fitch and which, in the case of a state
chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R.
§9.10(b), or (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, or (vi) such other account or accounts not listed
in clauses (i)-(iv) above with respect to which a Rating Agency Confirmation has been obtained from each Rating
Agency. Eligible Accounts may bear interest. 






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No
Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.


“Eligible
Operating Advisor”: An institution (i) that is the special servicer or operating advisor on a transaction rated
by any of Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS and that has not been a special servicer or operating advisor
on a transaction for which Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS has qualified, downgraded or withdrawn
its rating or ratings of one or more classes of certificates for such transaction citing servicing concerns with the special servicer
or operating advisor, as applicable, as the sole or material factor in such rating action, (ii) that can and will make the
representations and warranties set forth in Section 2.09(a) of this Agreement, (iii) that is not the Special Servicer,
the Controlling Class Representative, the Charles River Plaza North Directing Holder, the WPC Department Store Portfolio Directing
Holder or an Affiliate of the Special Servicer, the Controlling Class Representative, the Charles River Plaza North Directing Holder
or the WPC Department Store Portfolio Directing Holder and (iv) that has not been paid any fees, compensation or other remuneration
by the Special Servicer or successor special servicer (x) in respect of its obligations under this Agreement or (y) for
the recommendation to replace the Special Servicer or the appointment of a successor special servicer to become the Special Servicer.


“Emergency
Advance”: Any Property Advance with respect to a Specially Serviced Loan that must be made in an emergency situation
or on an urgent basis in order to avoid any material penalty, any material harm to a Mortgaged Property securing a Mortgage Loan
or any other material adverse consequence to the Trust Fund or any related Companion Loan Holder.


“Environmental
Report”: The environmental audit report or reports with respect to each Mortgaged Property delivered to the related Mortgage
Loan Seller in connection with the origination or acquisition of the related Mortgage Loan.


“ERISA”:
The Employee Retirement Income Security Act of 1974, as it may be amended from time to time.


“ERISA Restricted
Certificate”: Any Class E, Class F or Class NR Certificate; provided that any such Certificate: (a) will
cease to be considered an ERISA Restricted Certificate and (b) will cease to be subject to the transfer restrictions with
respect to ERISA Restricted Certificates contained in Section 5.03(m) of this Agreement if, as of the date of a proposed
transfer of such Certificate, either (i) it is rated in one of the four highest generic ratings categories by a Rating Agency
authorized by the U.S. Department of Labor or (ii) relevant provisions of ERISA would permit the transfer of such Certificate
to a Plan.


“Escrow Account”:
As defined in Section 3.04(b) of this Agreement.


“Escrow Payment”:
Any payment made by any Mortgagor to the Master Servicer pursuant to the related Mortgage, Lockbox Agreement or Loan Agreement
for the account of such Mortgagor for application toward the payment of taxes, insurance premiums, assessments,






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ground
rents, mandated improvements and similar items in respect of the related Mortgaged Property.


“Euroclear”:
Euroclear Bank, as operator of the Euroclear System, and its successors in interest.


“Excess Interest”:
With respect to each ARD Loan, additional interest accrued on such Mortgage Loan after the Anticipated Repayment Date allocable
to the difference between the Revised Rate and the Mortgage Loan Rate, plus any compound interest thereon, to the extent permitted
by applicable law and the related Loan Documents. The Excess Interest shall not be an asset of the Lower Tier REMIC or the Upper
Tier REMIC, but rather shall be an asset of the Grantor Trust.


“Excess Interest
Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant
to Section 3.05(d) of this Agreement in trust for the Class Z Certificateholders, which (subject to any changes in the identities
of the Certificate Administrator and/or the Trustee) 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 2015-C3
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3 – Excess Interest Distribution Account”.
Any such account shall be 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 the Lower Tier REMIC
or the Upper Tier REMIC, but rather shall be an asset of the Grantor Trust.


“Excess Liquidation
Proceeds”: With respect to any Mortgage Loan, the excess of (i) Liquidation Proceeds of that Mortgage Loan or related
REO Property (net of any related Liquidation Expenses and any amounts payable to a related Companion Loan Holder pursuant to the
related Co-Lender Agreement), over (ii) the amount that would have been received if a principal payment in full had been made,
and all other outstanding amounts had been paid, with respect to such Mortgage Loan on the Due Date immediately following the date
on which such proceeds were received plus any Additional Trust Fund Expenses related to such Mortgage Loan. With respect to each
Non-Serviced Whole Loan, “Excess Liquidation Proceeds” shall mean each Non-Serviced Mortgage Loan’s pro rata
share of any “Excess Liquidation Proceeds” determined in accordance with the applicable Other Pooling and Servicing
Agreement that are received by the Trust.


“Excess Liquidation
Proceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant
to Section 3.05(c) of this Agreement for the benefit of the Certificateholders, which (subject to any changes in the identity
of the Trustee or the Certificate Administrator) shall be entitled “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered Holders of CSAIL
2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3 – Excess Liquidation Proceeds
Reserve Account.” Any such account shall be an Eligible Account.






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“Excess Modification
Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable,
the sum of (A) the excess of (i) any and all Modification Fees with respect to any modification, waiver, extension or amendment
of any of the terms of the related Mortgage Loan (or Serviced Whole Loan, as applicable), over (ii) all unpaid or unreimbursed
Advances and Additional Trust Fund Expenses (other than (1) Special Servicing Fees, Workout Fees and Liquidation Fees and
(2) Borrower Delayed Reimbursements) outstanding or previously incurred on behalf of the Trust with respect to the related
Mortgage Loan (or Serviced Whole Loan, if applicable) and reimbursed from such Modification Fees (which such Additional Trust Fund
Expenses shall be 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
as Penalty Charges, specific reimbursements or otherwise. All Excess Modification Fees earned by the Special Servicer shall offset
any future Workout Fees or Liquidation Fees payable with respect to the related Mortgage Loan (or Serviced Whole Loan, if applicable)
or REO Property; provided that if the related Mortgage Loan (or Serviced Whole Loan, if applicable) ceases being a Corrected
Mortgage Loan, and is subject to a subsequent modification, any Excess Modification Fees earned by the Special Servicer prior to
such Mortgage Loan (or Serviced Whole Loan, if applicable) ceasing to be a Corrected Mortgage Loan shall no longer be offset against
future Liquidation Fees and Workout Fees unless such Mortgage Loan (or Serviced Whole Loan, if applicable) ceased to be a Corrected
Mortgage Loan within 12 months of it becoming a modified Mortgage Loan (or Serviced Whole Loan, if applicable). If such Mortgage
Loan (or Serviced Whole Loan, if applicable) ceases to be a Corrected Mortgage Loan, the Special Servicer shall be entitled to
a Liquidation Fee or Workout Fee (to the extent not previously offset) with respect to the new modification, waiver, extension
or amendment or future liquidation of the Specially Serviced Loan or related REO Property (including in connection with a repurchase,
sale, refinance, discounted or full pay-off or other liquidation); provided that any Excess Modification Fees earned and
paid to the Special Servicer in connection with such subsequent modification, waiver, extension or amendment shall be applied to
offset such Liquidation Fee or Workout Fee to the extent described above. Within any prior 12-month period, all Excess Modification
Fees earned by the Master Servicer or the Special Servicer (after taking into account any offset described above applied during
such prior 12-month period) individually, and not in the aggregate, with respect to any Mortgage Loan (or Serviced Whole Loan,
if applicable) shall be subject to a cap equal to the greater of (i) 1.0% of the outstanding principal balance of such Mortgage
Loan (or Serviced Whole Loan, if applicable) after giving effect to such transaction, and (ii) $25,000.


“Excess Penalty
Charges”: With respect to any Mortgage Loan (or Serviced Whole Loan, if applicable, but not with respect to any Non-Serviced
Mortgage Loan) and any Collection Period, the sum of (A) the excess of (i) any and all Penalty Charges collected in respect
of such Mortgage Loan (or Serviced Whole Loan, if applicable) during such Collection Period, over (ii) all unpaid or unreimbursed
Additional Trust Fund Expenses (including without limitation the reimbursement of Advances and interest thereon to the extent not
otherwise paid or reimbursed by the Mortgagor) (other than Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding
or previously incurred on behalf of the Trust (and, if applicable, the holder of the related Serviced Companion Loan), with respect
to such Mortgage Loan (or Serviced Whole Loan, if applicable) and reimbursed from such Penalty Charges (which such Additional Trust
Fund Expenses shall be reimbursed from such Penalty Charges) in accordance with Section 3.14






    	-43-



    	 



    

 


of
this Agreement and (B) expenses previously paid or reimbursed from Penalty Charges as described in the preceding clause (A),
which expenses have been recovered from the related Mortgagor or otherwise. For the avoidance of doubt, any outstanding Additional
Trust Fund Expenses shall not be deemed to be unreimbursed or unpaid if proceeds collected during the related Collection Period
with respect to such Mortgage Loan are sufficient to pay or reimburse such outstanding Additional Trust Fund Expenses, all other
amounts due and owing under the related Mortgage Loan Documents and all other fees and expenses payable or reimbursable to the
other parties to this Agreement or the Trust.


“Excess Prepayment
Interest Shortfall”: With respect to any Distribution Date, the aggregate amount, if any, by which the Prepayment Interest
Shortfalls with respect to all Principal Prepayments received with respect to the Mortgage Loans and Companion Loans during the
related Prepayment Period exceed the Compensating Interest Payment.


“Excess Servicing
Fees”: With respect to each Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), that portion of
the Servicing Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.


“Excess Servicing
Fee Rate”: With respect to each Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), a rate per
annum equal to the Master Servicer’s interest in the Servicing Fee Rate (subject to the rights of the Mortgage Loan Seller
Sub-Servicers (identified on Exhibit S to this Agreement) to an interest in the Servicing Fee Rate as identified on
the Mortgage Loan Schedule as the Sub-Servicing Fee Rate) minus 0.0025%; provided that such rate shall be subject to reduction
at any time following any resignation of the Master Servicer pursuant to Section 6.04 of this Agreement (if no successor
is appointed in accordance with Section 6.04 of this Agreement) or any termination of the Master Servicer pursuant to Section
7.01 of this Agreement, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint
a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 7.02
of this Agreement.


“Excess Servicing
Fee Right”: With respect to each Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), the right
to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Master Servicer shall be
the owner of such Excess Servicing Fee Right.


“Exchange
Act”: The Securities Exchange Act of 1934, as it may be amended from time to time.


“FATCA”
means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue
ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition
to relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to
Code Section 1471(b)(1), and including any amendments made to FATCA after the date of this Agreement.






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“FDIC”:
The Federal Deposit Insurance Corporation, and its successors in interest.


“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 Operating Advisor, the Controlling Class Representative,
the Charles River Plaza North Directing Holder (solely with respect to the Charles River Plaza North Whole Loan), the WPC Department
Store Portfolio Directing Holder (solely with respect to the WPC Department Store Portfolio Whole Loan) or any related Serviced
Companion Loan Holder (or its Companion Loan Holder Representative), in each case, which does not include any communication (other
than the related Asset Status Report) between the Special Servicer, on the one hand, the Controlling Class Representative, the
Charles River Plaza North Directing Holder, the WPC Department Store Portfolio Directing Holder and/or any related Serviced Companion
Loan Holder (or its Companion Loan Holder Representative), on the other hand, with respect to such Specially Serviced Loan or Serviced
Whole Loan; provided that no Asset Status Report shall be considered to be a Final Asset Status Report unless (A) for each
Mortgage Loan other than the Charles River Plaza North Mortgage Loan while the holder of the Charles River Plaza North Subordinate
Companion Loan is the Charles River Plaza North Directing Holder or the WPC Department Store Portfolio Mortgage Loan, prior to
the occurrence and continuance of a Control Termination Event, the Controlling Class Representative, (B) with respect to the Charles
River Plaza North Whole Loan, the holder of the Charles River Plaza North Subordinate Companion Loan (for so long as the holder
of the Charles River Plaza North Subordinate Companion Loan is the Charles River Plaza North Directing Holder) and (C) with respect
to the WPC Department Store Portfolio Whole Loan, the WPC Department Store Portfolio Directing Holder, 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 this Agreement in respect of such workout or liquidation, 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 Recovery
Determination”: With respect to any defaulted Mortgage Loan or Serviced Whole Loan that is a Specially Serviced Loan
or REO Mortgage Loan, as the case may be, a determination that there has been a receipt of all of the Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds, REO Proceeds and other payments or recoveries that the Special Servicer or the applicable Other
Special Servicer with respect to a Non-Serviced Mortgage Loan that is a “Specially Serviced Loan” (or an analogous
concept) (as defined in the applicable Other Pooling and Servicing Agreement) or any related REO Property, has determined in accordance
with the Servicing Standard will ultimately be recoverable; provided that with respect to each Non-Serviced Mortgage Loan,
the Final Recovery Determination shall be made by the applicable Other Special Servicer in accordance with the applicable Other
Pooling and Servicing Agreement.


“FIRREA”:
The Financial Institutions Reform, Recovery and Enforcement Act, as it may be amended from time to time.


“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






    	-45-



    	 



    

 


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 and the Special Servicer and specific ratings of Fitch
herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party
so designated.


“Form 8-K
Disclosure Information”: As defined in Section 10.06 of this Agreement.


“General
Special Servicer”: As defined in Section 6.08(k) of this Agreement.


“Global Certificates”:
Any Certificate registered in the name of the Depository or its nominee.


“Grantor
Trust”: A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust”
under the Grantor Trust Provisions, consisting of the Class Z Specific Grantor Trust Assets, beneficial ownership of which is represented
by the Class Z Certificates.


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


“Ground Lease”:
The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property.


“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation,
those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601
et seq., or any other environmental laws now or hereafter existing, 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.


“Holder”:
With respect to any Certificate, a Certificateholder, and with respect to any Lower-Tier Regular Interest, the Trustee for the
benefit of the Certificateholders.


“Indemnified
Party”: As defined in Section 8.05(c) or Section 11.13(c), as applicable, of this Agreement, as the context
requires.


“Indemnifying
Party”: As defined in Section 8.05(c) or Section 11.13(c), as applicable, of this Agreement, as the context
requires.


“Independent”:
When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any
material indirect financial interest, in any of a Mortgage Loan Seller, the Depositor, the Trustee, the Operating Advisor, the
Certificate Administrator, the Master Servicer, the Special Servicer, the Controlling Class Representative, any Mortgagor, any
Companion Loan Holder (or, if applicable, its Companion Loan Holder






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Representative)
or any Affiliate thereof, and (ii) is not connected with any such Person 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 Mortgage Loan Sellers, the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Controlling
Class Representative, the Operating Advisor, the Certificate Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable,
its Companion Loan Holder Representative) or any Affiliate thereof merely because such Person is (A) compensated for services
by, or (B) the beneficial owner of 1% or less of any class of securities issued by the Depositor, the Mortgage Loan Sellers, the
Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative, the Operating Advisor, the Certificate
Administrator, any Mortgagor, the Companion Loan Holder or any Affiliate thereof, as the case may be, provided that such
ownership constitutes less than 1% of the total assets owned by such Person.


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the applicable
Trust REMIC within the meaning of Code Section 856(d)(3) if such Trust REMIC were a real estate investment trust (except
that the ownership tests 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 or 35% or more of the aggregate value of all Classes of Certificates), provided that such Trust
REMIC does not receive or derive any income from such Person and the relationship between such Person and the Trust REMIC is at
arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except 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 (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Master
Servicer, the Trustee and the Certificate Administrator 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) if the Master Servicer,
on behalf of itself, the Trustee and the Certificate Administrator has received an Opinion of Counsel (at the expense of the party
seeking to be deemed an Independent Contractor) 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 Code Section 860G(a)(8)
(determined without regard to the exception applicable for purposes of Code Section 860D(a)) or cause any income realized
in respect of such REO Property to fail to qualify as Rents from Real Property (provided that such income would otherwise
so qualify).


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


“Inquiries”:
As defined in Section 4.02(a) of this Agreement.


“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 Securities Act or any entity in which all of the equity owners come
within such paragraphs.


“Insurance
Proceeds”: Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage
Loan (including any amounts paid by the






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Master
Servicer pursuant to Section 3.07 of this Agreement). In the case of Non-Serviced Mortgage Loans, “Insurance Proceeds”
means any portion of such proceeds received by the Trust Fund in connection with the related Non-Serviced Mortgage Loan, pursuant
to the allocations set forth in the related Co-Lender Agreement.


“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Principal Balance Certificates, an amount equal
to interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class on the related Certificate
Principal Balance outstanding immediately prior to such Distribution Date. With respect to any Distribution Date and any Class
of Class X Certificates, an amount equal to the sum of the Accrued Component Interest for the related Interest Accrual Period for
all of the respective Components for such Class for such Interest Accrual Period. Calculations of interest due in respect of the
Regular Certificates shall be made on the basis of a 360-day year consisting of twelve 30-day months.


“Interest
Accrual Period”: With respect to any Distribution Date and any Class of Regular Certificates, the calendar month preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period with respect to each Class of Regular Certificates
is assumed to consist of 30 days.


“Interest
Distribution Amount”: With respect to any Distribution Date and with respect to each Class of Regular Certificates, an
amount equal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class for such Distribution Date
and (ii) the Interest Shortfall, if any, with respect to such Class for such Distribution Date, less (B) any Excess Prepayment
Interest Shortfall allocated to such Class on such Distribution Date pursuant to Section 4.01(j).


“Interest
Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to
Section 3.23 of this Agreement, which (subject to any changes in the identity of the Trustee or the Certificate Administrator)
shall 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 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2015-C3, Interest Reserve Account” and which shall be an Eligible Account.


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates, subject to increase as provided
in the penultimate sentence of the first paragraph of Section 4.01(f) of this Agreement, 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) other than in the case of a Class of the Class X Certificates,
one month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class of Certificates 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 WAC Rate for such Distribution Date.


“Interested
Person”: As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee, the Certificate Administrator,






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the
Controlling Class Representative, any Mortgage Loan Seller, a Mortgagor (with respect to its corresponding Mortgage Loan only),
a holder of a related mezzanine loan (with respect to its corresponding Mortgage Loan only), a manager of a Mortgaged Property
(with respect to its corresponding Mortgage Loan only), any Independent Contractor engaged by the Special Servicer pursuant to
Section 3.16 of this Agreement (with respect to its corresponding Mortgage Loan only), or any Person actually known to
a Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities (as
applicable, with respect to its corresponding Mortgage Loan only); and, with respect to a Defaulted Serviced Whole Loan, the applicable
Other Depositor, the applicable Other Master Servicer, the applicable Other Special Servicer (or any independent contractor engaged
by such Other Special Servicer), or the applicable Other Trustee, the related Serviced Companion Loan Holder or its Companion
Loan Holder Representative, any holder of a related mezzanine loan, or any Person actually known to a Responsible Officer of the
Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities.


“Investment”:
Any direct or indirect ownership interest in any security, note or other financial instrument related to the Certificates or issued
or executed by a Mortgagor, a loan directly or indirectly secured by any of the foregoing or a hedging transaction (however structured)
that references or relates to any of the foregoing.


“Investment
Account”: As defined in Section 3.07(a) of this Agreement.


“Investment
Company Act”: The Investment Company Act of 1940, as it may be amended from time to time.


“Investment
Decisions”: Investment, trading, lending or other financial decisions, strategies or recommendations with respect to
Investments, whether on behalf of the Master Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof,
the Operating Advisor or any Affiliate thereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any Affiliate
thereof, as applicable, or any Person on whose behalf the Master Servicer or any Affiliate thereof, the Special Servicer or any
Affiliate thereof, the Operating Advisor or any Affiliate thereof, the Certificate Administrator or any Affiliate thereof, or the
Trustee or any Affiliate thereof, as applicable, has discretion in connection with Investments.


“Investor
Certification”: A certificate representing that such Person executing the certificate is a Certificateholder, the Controlling
Class Representative to the extent the Controlling Class Representative is not a Certificateholder, a Beneficial Owner
or a prospective purchaser of a Certificate (or any investment advisor or manager of the foregoing) and that (i) for purposes
of obtaining certain information and notices (including access to information and notices on the Certificate Administrator’s
Website) pursuant to this Agreement, (A) such Person is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of
any of the foregoing or an agent, principal, partner, member, joint venturer, limited partner, employee, representative, director,
trustee, advisor of or investor in or of any of the foregoing and (B) except in the case of a prospective purchaser of a Certificate,
such Person has received a copy of the Prospectus Supplement and the Prospectus, substantially in the form of Exhibit M-1
to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website and/or
(ii) for purposes of exercising Voting Rights (which does not apply to a prospective






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purchaser
of a Certificate), (A) such Person is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing
or an agent of any Mortgagor, (B) such Person is or is not the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor or an Affiliate of any of the foregoing, (C) such Person has
received a copy of the Prospectus Supplement and the Prospectus, substantially in the form of Exhibit M-2 to this
Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website or the Master
Servicer’s website and (D) such Person agrees to keep any Privileged Information confidential and will not violate
any securities laws; provided that, for purposes of clause (ii), if such Person is an Affiliate of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor, such certification
shall indicate whether an Affiliate Ethical Wall exists between it and the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator or the Operating Advisor, as applicable. A holder of a mezzanine loan will be considered
an Affiliate of a Mortgagor with respect to the related Mortgage Loan upon the commencement of foreclosure proceedings by the
related mezzanine lender. The Certificate Administrator may require that Investor Certifications be re-submitted from time to
time in accordance with its policies and procedures and shall restrict access to the Certificate Administrator’s Website
to a mezzanine lender upon notice from the Special Servicer pursuant to this Agreement that an event of default has occurred under
such mezzanine loan. The Special Servicer, to the extent it has actual knowledge, shall promptly give notice to the Certificate
Administrator that an event of default under a mezzanine loan has occurred in the form of Exhibit GG attached hereto
or such other form as may be mutually agreed to by the Special Servicer and the Certificate Administrator.


“Investor
Q&A Forum”: As defined in Section 4.02(a) of this Agreement.


“Investor
Registry”: As defined in Section 4.02(a) of this Agreement.


“IRS”:
The Internal Revenue Service.


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


“Liquidation
Event”: With respect to any Mortgage Loan (or Serviced Whole Loan), any of the following events: (i) such Mortgage
Loan (or Serviced Whole Loan) is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan
(or Serviced Whole Loan); (iii) such Mortgage Loan is repurchased or substituted for by the applicable Mortgage Loan Seller
pursuant to Section 6 of the related Loan Purchase Agreement; (iv) such Mortgage Loan is purchased or otherwise acquired
by the Special Servicer, the Master Servicer, the Holders of the Controlling Class, Holders of the Class R Certificates or the
Remaining Certificateholder pursuant to Section 9.01 of this Agreement; (v) such Mortgage Loan (or Serviced Whole Loan)
is purchased by the holder of a mezzanine loan or a Companion






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Loan
pursuant to the related intercreditor, co-lender or similar agreement; (vi) the taking of a Mortgaged Property (or portion
thereof) by exercise of the power of eminent domain or condemnation; (vii) such Mortgage Loan (or Serviced Whole Loan) is
purchased by another party in accordance with Section 3.17 of this Agreement; or (viii) in the case of a Non-Serviced
Mortgage Loan, such Mortgage Loan is liquidated by any party pursuant to terms analogous to those set forth in the preceding clauses
contained in the applicable Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement. With respect to any
REO Property (and the related REO Mortgage Loan or REO Companion Loan), any of the following events: (i) a Final Recovery
Determination is made with respect to such REO Property; (ii) such REO Property is purchased or otherwise acquired by the
Master Servicer, the Special Servicer, the Holders of the Controlling Class, Holders of the Class R Certificates or the Remaining
Certificateholder pursuant to Section 9.01 of this Agreement; (iii) the taking of a REO Property (or portion thereof) by
exercise of the power of eminent domain or condemnation; (iv) such REO Property is purchased by the holder of a mezzanine
loan pursuant to the related intercreditor agreement; or (v) such REO Property is purchased by another party in accordance
with Section 3.17 of this Agreement.


“Liquidation
Expenses”: All customary, reasonable and necessary costs and expenses incurred by the Master Servicer, the Special Servicer,
the Certificate Administrator and the Trustee in connection with the liquidation of any Specially Serviced Loan or REO Property
acquired in respect thereof or final pay-off of a Corrected Mortgage Loan (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions, and conveyance taxes associated with such Mortgage Loan or
Mortgaged Property).


“Liquidation
Fee”: With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted pay-off
(or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout or
results from the Special Servicer’s collection and enforcement efforts) from the related Mortgagor, except as otherwise described
below, with respect to any Mortgage Loan (or Serviced Whole Loan) repurchased or substituted as contemplated by Section 2.03
of this Agreement and/or any Specially Serviced Loan or any REO Property as to which the Special Servicer receives Liquidation
Proceeds, Insurance Proceeds or Condemnation Proceeds, an amount calculated by the application of the applicable Liquidation Fee
Rate to the related payment or proceeds (exclusive of any portion of such pay-off or proceeds that represents Penalty Charges);
provided that, except as contemplated by the following provisos, no Liquidation Fee will be less than $25,000; provided,
further, that the Liquidation Fee (which, if payable, shall, prior to the reduction in accordance with this proviso, be
at least $25,000) with respect to any related Specially Serviced Loan or REO Property shall be reduced by the amount of any Excess
Modification Fees paid by or on behalf of the related Mortgagor with respect to the Specially Serviced Loan or REO Property as
described in the definition of “Excess Modification Fees” in this Agreement, but only to the extent those fees have
not previously been deducted from a Workout Fee or Liquidation Fee; provided, further, that (a) the Liquidation
Fee shall be zero with respect to any Mortgage Loan or Serviced Whole Loan or any Mortgaged Property purchased or repurchased pursuant
to clauses (iii) through (v) of the first sentence of the definition of Liquidation Event (unless
with respect to (A) clause (iii), the applicable Mortgage Loan Seller does not repurchase or substitute for such
Mortgage Loan until after more than






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180 days
following its receipt of notice or discovery of a Material Breach or Material Document Defect, and (B) clause (v),
the mezzanine loan holder or the Subordinate Companion Loan Holder does not purchase such Mortgage Loan or Serviced Whole Loan
within 90 days of when the first purchase option first becomes exercisable under the related intercreditor agreement or Co-Lender
Agreement, as applicable) or pursuant to clauses (ii) or (iv) of the second sentence of such definition
(unless with respect to clause (iv), the mezzanine loan holder does not purchase such REO Property within 90 days of when
the first purchase option first becomes exercisable) and (b) the Liquidation Fee with respect to each Mortgage Loan or REO
Mortgage Loan repurchased or substituted for after more than 180 days following the Mortgage Loan Seller’s receipt
of notice or discovery of a Material Breach or Material Document Defect shall be in an amount equal to the Liquidation Fee Rate
of the outstanding principal balance of such Mortgage Loan or REO Mortgage Loan; provided, further, that if a Mortgage
Loan or Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a)(ii)
of the definition of “Specially Serviced Loan” regarding the related Mortgagor’s failure to make a Balloon Payment
and the related Liquidation Proceeds are received within 90 days following the related maturity date in connection with the
full and final pay-off of the related Mortgage Loan or Serviced Whole Loan, the Special Servicer will not be entitled to collect
a Liquidation Fee, but may collect and retain appropriate fees from the related Mortgagor in connection with such liquidation.


“Liquidation
Fee Rate”: 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”: The amount (other than Insurance Proceeds and Condemnation Proceeds) received in connection with a Liquidation
Event.


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


“Loan Number”:
With respect to any Mortgage Loan, the loan number by which such Mortgage Loan was identified on the books and records of the Depositor
or any Sub-Servicer for the Depositor, as set forth in the Mortgage Loan Schedule.


“Loan Purchase
Agreement”: The Column Loan Purchase Agreement, the UBSRES Loan Purchase Agreement, the BSPCC Loan Purchase Agreement,
the Bancorp Loan Purchase Agreement, and/or the Bank of New York Mellon Loan Purchase Agreement, as applicable.


“Loan Seller
Defeasance Rights and Obligations”: As defined in Section 3.09(d)(i) of this Agreement.






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“Loan-to-Value
Ratio”: With respect to any Mortgage Loan or Whole Loan, as of any date of determination, the fraction, expressed as
a percentage, the numerator of which is the then unpaid principal balance of such Mortgage Loan or Whole Loan, as applicable, and
the denominator of which is the Appraised Value of the related Mortgaged Property as determined by an Appraisal thereof.


“Lockbox
Account”: With respect to any Mortgaged Property, if applicable, any account created pursuant to any documents relating
to a Mortgage Loan or Serviced Whole Loan to receive rental or other income generated by the Mortgaged Property. Any Lockbox Account
shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income or
gain thereon in accordance with the terms and provisions of the related Mortgage Loan or Serviced Whole Loan and Section 3.07
of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon.


“Lockbox
Agreement”: With respect to any Mortgage Loan or Serviced Whole Loan, the Lockbox or other similar agreement, if any,
between the related originator(s) and the Mortgagor, pursuant to which the related Lockbox Account, if any, may have been
established.


“Lower-Tier
Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account
within the same account as the Upper-Tier Distribution Account) or accounts by the Certificate Administrator pursuant to Section
3.05(b) of this Agreement, which (subject to any changes in the identity of the Trustee or the Certificate Administrator) shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered Holders of CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2015-C3, Lower-Tier Distribution Account” and which must be an Eligible Account. The Lower-Tier
Distribution Account shall be an asset of the Lower-Tier REMIC.


“Lower-Tier
Principal Balance”: The principal balance of any Lower-Tier Regular Interest outstanding as of any date of determination.
As of the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the Original Lower-Tier
Principal Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the Lower-Tier Principal Balance
of each Lower-Tier Regular Interest shall be permanently reduced by all distributions of principal deemed to have been made in
respect of such Lower-Tier Regular Interest on such Distribution Date pursuant to Section 4.01(a)(ii) of this Agreement,
and shall be further permanently reduced on such Distribution Date by all Realized Losses deemed to have been allocated thereto
on such Distribution Date pursuant to Section 4.01(e) of this Agreement, and increased on any Distribution Date (as and
to the extent provided in the penultimate sentence of the first paragraph of Section 4.01(f) of this Agreement, such that
at all times the Lower-Tier Principal Balance of a Lower-Tier Regular Interest shall equal the Certificate Principal Balance of
the Corresponding Certificates.


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






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“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans (other than the Excess Interest),
any related REO Property (or a beneficial interest in the applicable portion of the “REO Property” under the applicable
Other Pooling and Servicing Agreement related to any Non-Serviced Mortgage Loan) acquired in respect thereof and all proceeds of
such REO Property, other property of the Trust Fund related thereto and amounts held in respect thereof from time to time in the
Collection Account, any Serviced Whole Loan Custodial Account, the Interest Reserve Account and the related REO Account and amounts
held from time to time in the Lower-Tier Distribution Account and the Excess Liquidation Proceeds Reserve Account, in each case
excluding amounts allocable to the Companion Loans and any interest or other income earned on such amounts allocable to the Companion
Loans.


“Lower-Tier
Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),
in the Lower-Tier REMIC and evidenced by the Class R Certificates.


“MAI”:
Member of the Appraisal Institute.


“Major Decision”:
Collectively:


(a)           any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of
the ownership of properties securing such of the Mortgage Loans and/or Serviced Whole Loans as come into and continue in default;


(b)           any modification, consent to a modification or waiver of any monetary term (other than Penalty Charges) or material non-monetary
term (including, without limitation, the timing of payments and acceptance of discounted pay-offs but excluding waiver of Penalty
Charges) of a Mortgage Loan or Serviced Whole Loan or any extension of the Maturity Date of any Mortgage Loan or Serviced Whole
Loan;


(c)           any sale of a Defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Trust Fund)
for less than the applicable Purchase Price (excluding any expenses incurred by the Master Servicer, the Special Servicer, the
Depositor, the Certificate Administrator and the Trustee in respect of the breach or document defect giving rise to a repurchase
or substitution obligation under a Mortgage Loan Purchase Agreement);


(d)           any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous
Materials located at an REO Property;


(e)           any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole
Loan, or any consent to either of the foregoing, other than immaterial condemnation actions and other similar takings, or if otherwise
required pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;






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(f)            any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan
or Serviced Whole Loan if lender consent is required, or any consent to such waiver or consent to a transfer of the Mortgaged Property
or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt
as may be effected without the consent of the lender under the related loan agreement or related to an immaterial easement, right
of way or similar agreement;


(g)           any property management company changes or franchise changes (in each case, to the extent the lender is required to consent
or approve under the Mortgage Loan Documents);


(h)           releases of any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows
or reserves other than those required pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan and for
which there is no lender discretion;


(i)            any acceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgagor or guarantor
releasing a Mortgagor or guarantor from liability under a 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;


(j)            the determination of the Special Servicer pursuant to clause (b) or clause (c) of the definition
of “Specially Serviced Loan”;


(k)           following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any acceleration of such
Mortgage Loan or Serviced Whole Loan, as the case may be, or initiation of judicial, bankruptcy or similar proceedings under the
related Mortgage Loan Documents or with respect to the related Mortgagor or Mortgaged Property;


(l)            any modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine
lender or subordinate debt holder related to a Mortgage Loan or Serviced Whole Loan, or an action to enforce rights with respect
thereto, in each case, in a manner that materially and adversely affects the holders of the Control Eligible Certificates;


(m)          any determination of an Acceptable Insurance Default;


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


(o)           any approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty
proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property.






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“Mall of
New Hampshire Co-Lender Agreement”: With respect to the Mall of New Hampshire Whole Loan, the co-lender agreement, dated
as of August 18, 2015, by and between the holder of the Mall of New Hampshire Mortgage Loan and the Mall of New Hampshire Companion
Loan Holder, relating to the relative rights of the holder of the Mall of New Hampshire Mortgage Loan and the Mall of New Hampshire
Companion Loan Holder, as the same may be amended from time to time in accordance with the terms thereof.


“Mall of
New Hampshire Companion Loan”: With respect to the Mall of New Hampshire Whole Loan, the related promissory note made
by the related Mortgagor and secured by the Mall of New Hampshire Mortgage and designated as Note A-2, which note is not included
in the Trust.


“Mall of
New Hampshire Companion Loan Holder”: The holder of the Mall of New Hampshire Companion Loan.


“Mall of
New Hampshire Mortgage Loan”: With respect to the Mall of New Hampshire Whole Loan, the Mortgage Loan included in the
Trust and identified on the Mortgage Loan Schedule as Mall of New Hampshire, which is evidenced by promissory note designated as
Note A-1.


“Mall of
New Hampshire Whole Loan”: The Mall of New Hampshire Mortgage Loan, together with the Mall of New Hampshire Companion
Loan, each of which is secured by the Mall of New Hampshire Mortgage. References herein to the Mall of New Hampshire Whole Loan
shall be construed to refer to the aggregate indebtedness secured under the Mall of New Hampshire Mortgage.


“Manager”:
With respect to any Mortgage Loan or Serviced Whole Loan, any property manager for the related Mortgaged Properties.


“Master Servicer”:
Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, and its successor in interest,
or any successor Master Servicer appointed as herein provided.


“Master Servicer
Remittance Date”: With respect to any Distribution Date, the Business Day immediately preceding such Distribution Date.


“Master Servicer
Servicing Personnel”: The divisions and individuals of the Master Servicer who are involved in the performance of the
duties of the Master Servicer under this Agreement.


“Material
Breach”: As defined in Section 2.03(a) of this Agreement.


“Material
Document Defect”: As defined in Section 2.03(a) of this Agreement.


“Maturity
Date”: With respect to each Mortgage Loan, the maturity date as set forth on the Mortgage Loan Schedule; and with respect
to each Companion Loan, the Maturity Date for the related Mortgage Loan.






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“Modification
Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable,
any and all fees collected from the related Mortgagor with respect to a modification, extension, waiver or amendment that modifies,
extends, amends or waives any term of the related Mortgage Loan Documents (as evidenced by a signed writing) agreed to by the Master
Servicer or the Special Servicer, other than (a) any Assumption Fees, Consent Fees or assumption application fees and (b) any
fee in connection with a defeasance of such Mortgage Loan (or Serviced Whole Loan).


“Modified
Asset”: Any Mortgage Loan or any Serviced Whole Loan as to which any Servicing Transfer Event has occurred and which
has been modified by the Special Servicer pursuant to Section 3.24 of this Agreement in a manner that:


(a)           affects the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing
Monthly Payments current with respect to such Mortgage Loan or Serviced Whole Loan);


(b)           except as expressly contemplated by the related Mortgage Loan Documents, results in a release of the lien of the related
Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount, or
the delivery of substitute real property collateral with a fair market value (as is), that is not less than the fair market value
(as is) of the property to be released, as determined by an appraisal delivered to the Special Servicer (at the expense of
the related Mortgagor and upon which the Special Servicer may conclusively rely); or


(c)           in the reasonable, good faith judgment of the Special Servicer, otherwise materially impairs the security for such Mortgage
Loan or Serviced Whole Loan or materially reduces the likelihood of timely payment of amounts due thereon.


“Monthly
Payment”: With respect to any Mortgage Loan or Serviced Companion Loan, as applicable (other than any REO Mortgage Loan
or REO Serviced Companion Loan) and any Due Date, the scheduled monthly payment of principal (if any) and interest at the related
Mortgage Loan Rate, which is payable by the related Mortgagor on such Due Date under the related Note or Notes. The Monthly Payment
with respect to any Due Date for (i) an REO Mortgage Loan or REO Serviced Companion Loan, (ii) any Mortgage Loan or Serviced
Companion Loan that is delinquent at its respective Maturity Date and with respect to which the Special Servicer or Other Special
Servicer, as applicable, has not entered into an extension or (iii) any ARD Loan after the related Anticipated Repayment Date,
is the monthly payment that would otherwise have been payable on such Due Date had the related Note(s) not been discharged or the
related Maturity Date or Anticipated Repayment Date had not been reached, as the case may be, determined as set forth in the preceding
sentence and on the assumption that all other amounts, if any, due thereunder are paid when due. The Monthly Payment for any Serviced
Whole Loan is the aggregate Monthly Payment for the related Mortgage Loan and Serviced Companion Loan.


“Moody’s”:
Moody’s Investors Service, Inc. and its successors in interest. If neither Moody’s Investors Service, Inc.
nor any successor remains in existence, “Moody’s” shall be deemed to refer to such other nationally recognized
statistical rating agency or other






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comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer and specific ratings of Moody’s herein referenced shall be deemed to refer
to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.


“Morningstar”:
Morningstar Credit Ratings, LLC and its successors in interest. If neither Morningstar Credit Ratings, LLC 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 and the Special Servicer and specific ratings of Morningstar herein referenced
shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.


“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property
securing the Note(s) evidencing a Mortgage Loan or Serviced Whole Loan.


“Mortgage
File”: With respect to any Mortgage Loan or the related Serviced Whole Loan, subject to Section 2.01(b),
collectively the following documents:


(1)           (A) the original executed Note(s) for such Mortgage Loan, endorsed (without recourse, representation or warranty, express
or implied) to the order of “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered Holders
of CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3” or in blank, and
further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage
Loan Seller) (or, alternatively, if the original executed Note(s) have been lost, a lost note affidavit and indemnity with
a copy of such Note(s)), and (B) in the case of a Whole Loan, a copy of the executed Note(s) for each related Companion Loan;


(2)           an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in
each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording
indicated thereon or certified by the applicable recorder’s office;


(3)           an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together
with originals or copies of any and all intervening assignments thereof, in each case (unless the particular item has not been
returned from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable
recorder’s office;


(4)           an original executed assignment, in recordable form (except for missing recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) 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 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-






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Through
Certificates, Series 2015-C3” or in blank and, in the case of any Whole Loan, “Wells Fargo Bank, National Association,
as Trustee, on behalf of the registered holders of CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2015-C3 and the holder of the related Companion Loan, as their interests may appear” or a copy of such assignment
(if the related Mortgage Loan Seller or its designee, rather than the Trustee or Certificate Administrator, is responsible for
the recording thereof);


(5)           an original of the assignment of all unrecorded documents relating to the Mortgage Loan (if not already assigned pursuant
to clause (4) above, in favor of “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered
holders of CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3” or in
blank and, in the case of any Whole Loan, “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered
holders of CSAIL 2015-C3 Commercial Mortgage Trust, Mortgage Pass-Through Certificates, Series 2015-C3 and the holder of the related
Companion Loan, as their interests may appear”;


(6)           originals or copies of final written modification agreements in those instances where the terms or provisions of the Note(s)
for such Mortgage Loan (or, if applicable, any Note(s) of a Serviced Whole Loan) or the related Mortgage have been modified, in
each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording
indicated thereon if the instrument being modified is a recordable document;


(7)           the original (which may be in the form of an electronically signed copy) or a copy of the policy or certificate of lender’s
title insurance issued in connection with such Mortgage Loan or the related Serviced Whole Loan (or, if such policy has not been
issued, a “marked-up” pro forma title policy marked as binding and countersigned by the title insurer or its authorized
agent, or an irrevocable, binding commitment to issue such title insurance policy);


(8)           an original or copy of the related Ground Lease relating to such Mortgage Loan (or the related Serviced Whole Loan, if applicable),
if any, and any ground lessor estoppel;


(9)           an original or copy of the related Loan Agreement, if any;


(10)         an original of any guaranty under such Mortgage Loan or the related Serviced Whole Loan, if any;


(11)         an original or copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or the related
Serviced Whole Loan, if any;


(12)         an original or copy of the environmental indemnity from the related Mortgagor, if any;






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(13)         an
original or copy of the related escrow agreement and the related security agreement (in each case, if such item is a document
separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof;


(14)         an original assignment of the related security agreement, in favor of “Wells Fargo Bank, National Association, as
Trustee, on behalf of the registered holders of CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2015-C3” or in blank and, in the case of any Whole Loan, “Wells Fargo Bank, National Association, as Trustee,
on behalf of the registered holders of CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2015-C3 and the holder of the related Companion Loan, as their interests may appear”;


(15)         any filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator
of such Mortgage Loan or the related Serviced Whole Loan or in favor of any assignee prior to the Trustee, and an original UCC-3
assignment thereof, in form suitable for filing, in favor of the Trustee (or, in each case, a copy thereof, certified to be the
copy of such assignment submitted or to be submitted for filing);


(16)         in the case of any Mortgage Loan or the related Serviced Whole Loan as to which there exists a related mezzanine loan, the
original or a copy of the related intercreditor agreement;


(17)         an original or copy of any related environmental insurance policy;


(18)         a copy of any letter of credit relating to such Mortgage Loan or the related Whole Loan and any related assignment thereof
(with the original to be delivered to the Master Servicer);


(19)         copies of any franchise agreement, property management agreement or hotel management agreement and related comfort letters
(together with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee
the benefits of such comfort letter or (ii) if the related comfort letter contemplates that a request be made of the related
franchisor to issue a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance
of such replacement comfort letter (the copy of such notice shall be delivered by the related Mortgage Loan Seller to the Custodian
for inclusion in the Mortgage File within the time period set forth in the last paragraph of Section 2.01(b)) and/or
estoppel letters relating to such Mortgage Loan or the related Serviced Whole Loan and any related assignment thereof; and


(20)         in the case of a Whole Loan, an original or a copy of the related Co-Lender Agreement;


provided that, whenever the term
“Mortgage File” is used to refer to documents actually received by the Certificate Administrator or a Custodian appointed
thereby, such term shall not be deemed






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to include such documents and instruments required to be included therein unless they are
actually so received.


With respect to each
Non-Serviced Mortgage Loan, the preceding document delivery requirements shall be met by the delivery by the applicable Mortgage
Loan Seller to the Custodian of the originals of the items specified in clause (1) and an original of the related Co-Lender
Agreement, if available (and, if not, then a copy) and, to the extent the Custodian is not the custodian on the lead securitization
of such Non-Serviced Mortgage Loan, then a copy of each of the other documents specified above, but, in the case of endorsements
and assignments to the Trustee, instead endorsed or assigned to the Other Trustee on behalf of the holders of the related Companion
Loan Securities and the Trustee (other than with respect to the documents specified in clause (1), for which originals shall
be required); provided that if the Custodian ceases to be Custodian or custodian on the lead securitization, it shall obtain
the copies described in this sentence. Notwithstanding any contrary provision set forth above, in connection with the WPC Department
Store Portfolio Mortgage Loan (1) instruments of assignment may be in blank and need not be recorded pursuant to this Agreement
until the earlier of (i) the WPC Department Store Portfolio Securitization Date, in which case such instruments shall be assigned
and recorded in accordance with the related Other Pooling and Servicing Agreement, (ii) the WPC Department Store Portfolio Mortgage
Loan becomes a Specially Serviced Loan prior to the WPC Department Store Portfolio Securitization Date, in which case such instruments
shall be assigned and recorded in accordance with this Agreement upon such occurrence, and (iii) the expiration of 180 days following
the Closing Date, in which case assignments and recordations shall be effected in accordance with the provisions relating to Serviced
Whole Loans until the occurrence, if any, of the WPC Department Store Portfolio Securitization Date and (2) following the WPC Department
Store Portfolio Securitization Date, the Person selling the WPC Department Store Portfolio Companion Loan designated as Note A-2
to the related Other Depositor, at its own expense, will be entitled to direct the Trustee or Custodian to deliver the originals
of all mortgage loan documents in its possession (other than the promissory note(s) evidencing such Mortgage Loan) to the related
Other Trustee or the custodian therefor. Such person will require the retention by or delivery to the Trustee or Custodian of photocopies
of the mortgage loan documents so delivered to such Other Trustee or other custodian. Such person shall also cause the completion
and recordation of instruments of assignment in the name of such Other Trustee or other custodian, and shall be required to deliver
to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded; provided that, to the extent
any such assignments have been recorded prior to the WPC Department Store Portfolio Securitization Date, the Trustee shall execute
and deliver assignments to the Other Trustee.


“Mortgage
Loan”: Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 and from time
to time held in the Trust Fund, the mortgage loans originally so transferred, assigned and held being identified on the Mortgage
Loan Schedule as of the Cut-Off Date. Such term shall include any Specially Serviced Loan, REO Mortgage Loan or defeased Mortgage
Loan and each Non-Serviced Mortgage Loan (but not the Companion Loans).


“Mortgage
Loan Documents”: With respect to any Mortgage Loan or Serviced Whole Loan, the documents executed or delivered in connection
with the origination or any






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subsequent
modification of such Mortgage Loan or Serviced Whole Loan or subsequently added to the related Mortgage File.


“Mortgage
Loan Rate”: With respect to any Mortgage Loan (including an REO Mortgage Loan) or Serviced Companion Loan (including
an REO Serviced Companion Loan), the per annum rate at which interest accrues (or, if and while it is an REO Mortgage Loan
or REO Companion Loan, is deemed to accrue) on such Mortgage Loan or Serviced Companion Loan, as the case may be, as stated in
the related Note(s) or Co-Lender Agreement, in each case without giving effect to the Default Rate, Excess Interest or the Revised
Rate with respect to any Mortgage Loan or any related note(s) held by any Companion Loan Holder, as the case may be.


“Mortgage
Loan Schedule”: The list of Mortgage Loans included in the Trust Fund as of the Closing Date being attached hereto as
Exhibit B, which list shall set forth the following information with respect to each Mortgage Loan:


 


(i)             the Loan Number;


 


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


 


(iii)           the Cut-Off Date Principal Balance;


 


(iv)           the original Mortgage Loan Rate;


 


(v)            the (A) remaining term to stated maturity and (B) Stated Maturity Date;


 


(vi)           in the case of a Balloon Mortgage Loan, the remaining amortization term;


 


(vii)          the Servicing Fee Rate (separately identifying any primary servicing fee rate or subservicing fee rate included in the
Servicing Fee Rate), and in the case of a Serviced Whole Loan, separately identifying the Servicing Fee Rate applicable to the
related Serviced Companion Loan(s) in such Serviced Whole Loan;


 


(viii)         the Mortgage Loan Seller(s);


 


(ix)           whether the Mortgage Loan is cross-collateralized and the cross-collateralized group it belongs to;


 


(x)            whether the Mortgage Loan is an ARD Loan;


 


(xi)           the Anticipated Repayment Date, if applicable;


 


(xii)          the Revised Rate, if applicable; and


 






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(xiii)          whether such Mortgage Loan is part of a Serviced Whole Loan, in which case the information required by clauses (iii),
(iv), (v), (vi) and (vii) above shall also be set forth for the Companion Loan in the related
Serviced Whole Loan.


“Mortgage
Loan Seller”: Each of Column, UBSRES, BSPCC, Bancorp and Bank of New York Mellon and their respective successors in interest.


“Mortgage
Loan Seller Sub-Servicer”: A Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller, as
listed on Exhibit S to this Agreement, or any successor thereto.


“Mortgage
Pool”: All of the Mortgage Loans and any successor REO Mortgage Loans, collectively. The Mortgage Pool does not include
the Companion Loans or any related REO Companion Loans.


“Mortgaged
Property”: The underlying property securing a Mortgage Loan and the related Companion Loan(s), including any REO Property
(including with respect to a Non-Serviced Mortgage Loan), consisting of a fee simple estate, and, with respect to certain Mortgage
Loans and the related Companion Loans, a leasehold estate, or both a leasehold estate and a fee simple estate, or a leasehold estate
in a portion of the property and a fee simple estate in the remainder, in a parcel of land improved by a commercial property, together
with any personal property, fixtures, leases and other property or rights pertaining thereto.


“Mortgagor”:
The obligor or obligors on a Note and the related note(s) in favor of a Companion Loan Holder(s), including, without limitation,
any Person that has acquired the related Mortgaged Property and assumed the obligations of the original obligor under such Note(s)
and the related note(s) in favor of a Companion Loan Holder(s).


“Mortgagor
Accounts”: As defined in Section 3.07(a) of this Agreement.


“Net Condemnation
Proceeds”: The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan (including
an REO Mortgage Loan or REO Serviced Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto
and (ii) amounts required to be applied to the restoration or repair of the related Mortgaged Property; provided that, in the case
of a Non-Serviced Mortgage Loan, “Net Condemnation Proceeds” under this Agreement shall be limited to any related Condemnation
Proceeds that are received by the Trust Fund in connection with such Non-Serviced Mortgage Loan, pursuant to the allocations set
forth in the related Co-Lender Agreement.


“Net Insurance
Proceeds”: Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the express requirements of the Mortgage or Note(s) or other Mortgage
Loan Documents included in the Mortgage File or in accordance with the Servicing Standard, or with respect to the environmental
insurance policy, applied to pay any costs, expenses, penalties, fines or similar items; provided that, in the case of a Non-Serviced
Mortgage Loan, “Net Insurance Proceeds” under this Agreement shall be limited to any related Insurance






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Proceeds
that are received by the Trust Fund in connection with such Non-Serviced Mortgage Loan, pursuant to the allocations set forth
in the related Co-Lender Agreement.


“Net Liquidation
Proceeds”: The Liquidation Proceeds received with respect to any Mortgage Loan or Serviced Whole Loan (including an REO
Mortgage Loan or REO Companion Loan) net of the amount of Liquidation Expenses incurred with respect thereto.


“Net Mortgage
Loan Rate”: Except as set forth in the last sentence of this definition, with respect to any Mortgage Loan (including
any REO Mortgage Loan), the per annum rate equal to the Mortgage Loan Rate for such Mortgage Loan minus the related Administrative
Cost Rate. Notwithstanding the foregoing, if any Mortgage Loan does not accrue interest on the basis of a 360-day year consisting
of twelve 30-day months, then, for purposes of calculating Pass-Through Rates and the WAC Rate, the Net Mortgage Loan Rate of such
Mortgage Loan for any one-month period preceding a related Due Date shall be the annualized rate at which interest would have to
accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the
aggregate amount of interest actually accrued (exclusive of Default Interest and Excess Interest) in respect of such Mortgage Loan
during such one-month period at a per annum rate equal to the related Mortgage Loan Rate minus the related Administrative
Cost Rate; provided, however, that, for purposes of calculating Pass-Through Rates and the WAC Rate, with respect
to each Mortgage Loan that accrues interest on the basis of a 360-day year and the actual number of days during each one-month
interest accrual period, (i) the Net Mortgage Loan Rate for the one-month period preceding the Due Dates in January and February in
any year which is not a leap year and in February in any year which is a leap year (unless, in either case, the related Distribution
Date is the final Distribution Date), shall be determined net of any Withheld Amounts and (ii) the Net Mortgage Loan Rate
for the one-month period preceding the Due Date in March shall be determined taking into account the addition of any such
Withheld Amounts. Also notwithstanding the foregoing, for purposes of calculating Pass-Through Rates and the WAC Rate, the Net
Mortgage Loan Rate of any Mortgage Loan shall be determined without regard to any modification, waiver or amendment of the terms
of such Mortgage Loan, whether agreed to by the Special Servicer or an Other Special Servicer or resulting from a bankruptcy, insolvency
or similar proceeding involving the related Mortgagor, and without regard to the related Mortgaged Property becoming an REO Property
or otherwise.


“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 CREFC®.


“Net REO
Proceeds”: With respect to each REO Property and any related REO Mortgage Loan or REO Companion Loan, REO Proceeds with
respect to such REO Property, REO Mortgage Loan or REO Companion Loan (other than the proceeds of a liquidation thereof) net
of any insurance premiums, taxes, assessments, ground rents and other costs and expenses permitted to be paid therefrom pursuant
to Section 3.16(a) of this Agreement; provided that, in the case of an REO Property that relates to a Non-Serviced
Mortgage Loan, “Net REO Proceeds” under this Agreement shall be limited to any REO Proceeds that are received by the






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Trust
Fund in connection with such Non-Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


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


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Property Advance. Workout-Delayed Reimbursement Amounts
shall constitute a Nonrecoverable Advance only when the Person making such determination in accordance with the procedures specified
in Section 3.20 and Section 4.06, the definition of Nonrecoverable P&I Advance or the definition of Nonrecoverable
Property Advance, as applicable, and taking into account factors such as all other outstanding Advances, either (a) has determined
that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from late collections or any other recovery
on or in respect of the related Mortgage Loan or Serviced Whole Loan or REO Mortgage Loan or REO Whole Loan, or (b) has determined
that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that have not been
reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from
the principal portion of future general collections on the Mortgage Loans and REO Properties.


“Nonrecoverable
P&I Advance”: With respect to any Mortgage Loan, any P&I Advance previously made or proposed to be made in respect
of such Mortgage Loan or a related REO Mortgage Loan by the Master Servicer or the Trustee, which P&I Advance such party or
the Special Servicer has determined pursuant to and in accordance with Section 4.06 of this Agreement, would not or will
not be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, or any other
recovery on or in respect of such Mortgage Loan or REO Mortgage Loan or any related Subordinate Companion Loan or related REO Companion
Loan, as the case may be.


“Nonrecoverable
Property Advance”: Any Property Advance (including any Emergency Advance) previously made or proposed to be made in respect
of a Mortgage Loan, Whole Loan or REO Property by the Master Servicer, the Special Servicer (with respect to any Emergency Advance)
or the Trustee, or in the case of the Non-Serviced Mortgage Loans, any comparable advance made by the Other Master Servicer, Other
Special Servicer (with respect to any emergency advance, to the extent applicable) or Other Trustee, which Property Advance (or
other comparable advance) such party or the Special Servicer has determined pursuant to and in accordance with Section 3.20
of this Agreement, in accordance with the Servicing Standard (or, with respect to the Trustee, its good faith business judgment),
will not be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or any
other recovery on or in respect of such Mortgage Loan, Whole Loan or REO Property, as the case may be. Any Property Advance (including
any Emergency Advance) that is not required to be repaid by the related Mortgagor under the terms of the related Mortgage Loan
Documents shall be deemed to be a Nonrecoverable Advance for purposes of the Master Servicer’s, the Special Servicer’s
or the Trustee’s entitlement to reimbursement for such Advance. The determination as to the recoverability of any servicing
advance previously made or proposed to be made with respect to any Non-Serviced Mortgage Loan shall be made by the Other Master






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Servicer
or Other Special Servicer, as the case may be, pursuant to the Other Pooling and Servicing Agreement, and any such determination
so made shall be conclusive and binding upon the Trust and the Certificateholders.


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


“Non-Reduced
Certificates”: As of any date of determination, any Class of Principal Balance Certificates then outstanding for which
(a)(1) the initial Certificate Principal 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 Principal 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.


“Non-Serviced
Companion Loan”: Each of the Westfield Wheaton Companion Loans, the Soho-Tribeca Grand Hotel Portfolio Companion Loans,
the Westfield Trumbull Companion Loans, the WPC Department Store Portfolio Companion Loans (after the WPC Department Store Portfolio
Securitization Date) and the Sterling & Milagro Companion Loan, as applicable.


“Non-Serviced
Companion Loan Holder”: The holder of a Non-Serviced Companion Loan.


“Non-Serviced
Mortgage Loan”: Each of the Westfield Wheaton Mortgage Loan, the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan, the
Westfield Trumbull Mortgage Loan, the WPC Department Store Portfolio Mortgage Loan (after the WPC Department Store Portfolio Securitization
Date) and the Sterling & Milagro Mortgage Loan, as applicable.


“Non-Serviced
Whole Loan”: The Westfield Wheaton Whole Loan, the Soho-Tribeca Grand Hotel Portfolio Whole Loan, the Westfield Trumbull
Whole Loan, the WPC Department Store Portfolio Whole Loan (after the WPC Department Store Portfolio Securitization Date) and the
Sterling & Milagro Whole Loan, as applicable.


“Non-Serviced
Whole Loan Controlling Holder”: The “directing holder” or similarly defined party under an Other Pooling
and Servicing Agreement, or, with respect to the WPC Department Store Portfolio Whole Loan, the WPC Department Store Portfolio
Directing Holder.


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


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






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“Note”:
With respect to any Mortgage Loan or Companion Loan as of any date of determination, the note(s) or other evidence of indebtedness
and/or agreements evidencing the indebtedness of a Mortgagor under such Mortgage Loan or Companion Loan, as the case may be, including
any amendments or modifications, or any renewal or substitution notes, as of such date.


“Notice of
Termination”: Any of the notices given to the Certificate Administrator by the Master Servicer, the Depositor or any
Holder of a Class R Certificate pursuant to Section 9.01(c).


“Notional
Amount”: For any date of determination, (a) with respect to the Class X-A Certificates, the Class X-A Notional
Amount, (b) with respect to the Class X-B Certificates, the Class X-B Notional Amount, (c) with respect to the Class
X-D Certificates, the Class X-D Notional Amount, (d)  with respect to the Class X-E Certificates, the Class X-E Notional Amount,
(e) with respect to the Class X-F Certificates, the Class X-F Notional Amount, (f) with respect to the Class X-NR Certificates,
the Class X-NR Notional Amount and (g) with respect to each Component, the applicable Component Notional Amount.


“NRSRO”:
A nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.


“NRSRO Certification”:
A certification executed by an NRSRO (other than a Rating Agency) in favor of the Rule 17g-5 Information Provider substantially
in the form attached as Exhibit M-5 hereto (which may also be submitted electronically to the Rule 17g-5 Information
Provider) that states that (i) such NRSRO has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e),
(ii) such NRSRO has access to the Rule 17g-5 Information Provider’s Website regarding the Certificates and (iii) such
NRSRO shall keep any information obtained from the 17g-5 Information Provider confidential. An NRSRO Certification will be deemed
to have been executed by an NRSRO if the Depositor so directs the Rule 17g-5 Information Provider.


“OCC”:
The Office of the Comptroller of Currency, and its successors in interest.


“Offering
Circular”: The offering circular dated August 10, 2015 relating to the Private Certificates (other than the Class Z Certificates).


“Officer’s
Certificate”: With respect to any Person, a certificate signed by an authorized officer of such Person or, in the case
of the Master Servicer or the Special Servicer, a Servicing Officer, and delivered to the Depositor, the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer, as the case may be.


“Operating
Advisor”: Pentalpha Surveillance LLC, a Delaware limited liability company, or its successor in interest, or any successor
Operating Advisor appointed as herein provided.


“Operating
Advisor Annual Report”: As defined in Section 3.28(d)(ii) of this Agreement.






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“Operating
Advisor Consulting Fee”: A fee for each Major Decision as to which the Operating Advisor has consultation rights equal
to the lesser of (a) $10,000, or (b) the amount the related Mortgagor agrees to pay with respect to any Mortgage Loan
(or Serviced Whole Loan, if applicable), payable pursuant to Section 3.06(a) and Section 3.06A(a) of this Agreement;
provided, however, that no such fee shall be payable unless paid by the related Mortgagor; 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 with
the Operating Advisor prior to any such waiver or reduction).


“Operating
Advisor Fee”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and any Distribution Date,
an amount accrued during the related Interest Accrual Period at the applicable Operating Advisor Fee Rate on the Stated Principal
Balance of such Mortgage Loan (or such Non-Serviced Mortgage Loan, as applicable) 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 is computed and shall
be prorated for partial periods. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable
to the Operating Advisor under this Agreement. For the avoidance of doubt, the Operating Advisor Fee shall be payable from the
Lower-Tier REMIC.


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period, a rate equal to 0.0016% per annum.


“Operating
Advisor Surveillance Personnel”: The divisions or personnel of the Operating Advisor who are involved in the performance
of the duties of the Operating Advisor under this Agreement.


“Operating
Advisor Standard”: As defined in Section 3.28(b) of this Agreement.


“Operating
Advisor Termination Event”: As defined in Section 7.06(a) of this Agreement.


“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Operating Advisor,
the Special Servicer or the Master Servicer, as the case may be, reasonably acceptable to the Trustee and the Certificate Administrator,
except that any opinion of counsel relating to (a) qualification of a Trust REMIC or the imposition of tax under the REMIC
Provisions on any income or property of any such Trust REMIC, (b) compliance with the REMIC Provisions (including application
of the definition of “Independent Contractor”), (c) qualification of the Grantor Trust as a grantor trust or
(d) a resignation of the Master Servicer or Special Servicer pursuant to Section 6.04, must be an opinion of counsel
who is Independent of the Depositor, the Special Servicer and the Master Servicer.






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“Opting-Out
Party”: A defined in Section 6.09(h) of this Agreement.


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


“Other 17g-5
Information Provider”: With respect to a Non-Serviced Mortgage Loan or Serviced Companion Loan, as applicable, the 17g-5
information provider under the applicable Other Pooling and Servicing Agreement.


“Other Certificate
Administrator”: With respect to a Non-Serviced Mortgage Loan, the certificate administrator under the applicable Other
Pooling and Servicing Agreement.


“Other Depositor”:
With respect to any Other Securitization Trust, the related “depositor” (within the meaning of Item 1101(e) of Regulation
AB) of the related Other Securitization Trust.


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of
the Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other
Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D and Form 10-K with
respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect to any
Other Securitization Trust that is not subject to the reporting requirements of the Exchange Act, the trustee, certificate administrator,
master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for
the preparation and/or dissemination of periodic distribution date statements or similar reports, as identified in writing to the
parties to this Agreement.


“Other Master
Servicer”: With respect to a Non-Serviced Mortgage Loan or Serviced Companion Loan, as applicable, the master servicer
under the applicable Other Pooling and Servicing Agreement.


“Other Operating
Advisor”: With respect to a Non-Serviced Mortgage Loan, the operating advisor under the applicable Other Pooling and
Servicing Agreement.


“Other Paying
Agent”: With respect to a Non-Serviced Mortgage Loan or Serviced Companion Loan, as applicable, the paying agent under
the applicable Other Pooling and Servicing Agreement.


“Other Pooling
and Servicing Agreement”: The pooling and servicing agreement or other comparable agreement governing the creation of
any Other Securitization Trust and the issuance of securities backed by the assets of such Other Securitization Trust. With respect
to the Non-Serviced Mortgage Loans, the CSAIL 2015-C1 Pooling and Servicing Agreement (with respect to the Soho-Tribeca Grand Hotel
Portfolio Whole Loan and the Westfield Trumbull Whole Loan), the CSAIL 2015-C2 Pooling and Servicing Agreement (with respect to
the Westfield Wheaton Whole Loan and the Sterling & Milagro Whole Loan) and the pooling and servicing agreement governing the
WPC Department Store Portfolio Companion Loan designated as Note A-2 (with respect to the WPC Department Store Portfolio Whole
Loan, from






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and
after the WPC Department Store Portfolio Securitization Date) are “Other Pooling and Servicing Agreements”. In addition,
each of the Serviced Companion Loans (or a portion thereof) are expected to be included in future securitizations, for which the
related pooling and servicing agreements shall also be Other Pooling and Servicing Agreements.


“Other Securitization
Trust”: (a) With respect to a Serviced Mortgage Loan, any “issuing entity” (within the meaning of Item 1101(f)
of Regulation AB) that holds a Companion Loan or REO Companion Loan (or any portion thereof or interest therein), as identified
in writing to the parties to this Agreement, and (b) with respect to a Non-Serviced Mortgage Loan, the “issuing entity”
(within the meaning of Item 1101(f) of Regulation AB) that holds the Companion Loan or REO Companion Loan designated as the controlling
note pursuant to the related Co-lender agreement, as identified in writing to the parties to this Agreement.


“Other Special
Servicer”: With respect to a Non-Serviced Mortgage Loan or Serviced Companion Loan, as applicable, the special servicer
under the applicable Other Pooling and Servicing Agreement.


“Other Trustee”:
With respect to a Non-Serviced Mortgage Loan or Serviced Companion Loan, as applicable, the trustee under the applicable Other
Pooling and Servicing Agreement.


“Ownership
Interest”: Any record or beneficial interest in a Class R Certificate.


“P&I
Advance”: As to any Mortgage Loan (including the Non-Serviced Mortgage Loans and any REO Mortgage Loan), any advance
made by the Master Servicer or the Trustee pursuant to Section 4.06 of this Agreement. Each reference to the payment or
reimbursement of a P&I Advance shall be deemed to include, whether or not specifically referred to but without duplication,
payment or reimbursement of interest thereon at the Advance Rate to but excluding the date of payment or reimbursement.


“Pari Passu
Companion Loan”: Each of the Charles River Plaza North Pari Passu Companion Loan, Starwood Capital Extended Stay Portfolio
Companion Loans, Mall of New Hampshire Companion Loan, Westfield Wheaton Companion Loans, Arizona Grand Resort & Spa Companion
Loan, Soho-Tribeca Grand Hotel Portfolio Pari Passu Companion Loans, Westfield Trumbull Companion Loans, WPC Department Store Companion
Loans, Sterling & Milagro Companion Loan and Cape May Hotels Companion Loan.


“Pass-Through
Rate”: Each of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through
Rate, the Class A-4 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class 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, the Class
X-NR Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate,
the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate and the Class NR
Pass-Through Rate. The Class Z Certificates and the Class R Certificates do not have Pass-Through Rates.


“Paying Agent”:
The paying agent appointed pursuant to Section 5.06 of this Agreement.






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“Penalty
Charges”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable
(or successor REO Mortgage Loan or successor REO Serviced Companion Loan), any amounts actually collected thereon from the Mortgagor
that represent default charges, penalty charges, late fees and/or Default Interest, subject to any allocation provisions of any
related Co-Lender Agreement and excluding any amounts allocable to a Serviced Companion Loan pursuant to the related Co-Lender
Agreement and excluding any Excess Interest.


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


“Performing
Party”: As defined in Section 10.11 of this Agreement.


“Permitted
Investments”: Any one or more of the following obligations or securities payable on demand or having a scheduled maturity
on or before the Business Day preceding the date upon which such funds are required to be drawn (provided that funds invested
by the Certificate Administrator in Permitted Investments managed or advised by the Certificate Administrator may (or, as and when
contemplated under Section 3.07(c), shall) mature on the Distribution Date) and a maximum maturity of 365 days, regardless
of whether issued by the Depositor, the Master Servicer, the Trustee, the Certificate Administrator or any of their respective
Affiliates and having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency shall
have provided a Rating Agency Confirmation:


 


(i)            obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency
or instrumentality thereof provided such obligations are backed by the full faith and credit of the United States of America including,
without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration
(certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration
(guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed
pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan
Area Transit Authority (guaranteed transit bonds); provided, however, that the investments described in this clause
must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments
have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and
must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;


 


(ii)           Federal Housing Administration debentures;


 


(iii)          obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations),
the Farm Credit


 






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System
(consolidated system-wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National
Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations);
provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar
amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest,
such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately
with that index, and (C) such investments must not be subject to liquidation prior to their maturity;


 


(iv)          federal funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements
of any bank, (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 rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s
and (2) the short-term obligations of which are rated in the highest short-term debt rating category of Fitch and KBRA, (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 “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 the investments
described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary
or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest
rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must
not be subject to liquidation prior to their maturity;


 


(v)           demand and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust
company, savings and loan association or savings bank, (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 rating category by Moody’s or the long-term obligations of which are rated
at least “A2” by Moody’s and (2) the short-term obligations of which are rated in the highest short-term debt
rating category of Fitch and KBRA, (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 “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 the investments described in this clause must (A) have a predetermined fixed dollar
amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest,
such interest rate must be


 






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tied
to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such
investments must not be subject to liquidation prior to their maturity;


 


(vi)          debt obligations of any corporation incorporated under the laws of the United States or any state thereof, (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 rating category
by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s and (2) the short-term
obligations of which are rated in the highest short-term debt rating category of Fitch and KBRA, (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 the investments
described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change,
(B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index
plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject
to liquidation prior to their maturity;


 


(vii)         commercial paper of any corporation incorporated under the laws of the United States or any state thereof (including both
non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than
one year after the date of issuance thereof), (A) if it has a term of less than three months, the short-term obligations
of which are rated at least “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, “F1” by Fitch and in the highest short-term debt
rating category of KBRA; (B)  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 “P-1” by Moody’s and the long-term debt obligations of which are
rated at least “Aa3” by Moody’s and (2) the short-term debt obligations of which are rated in the highest
short-term rating category by Fitch and KBRA; and (C) if it has a term of more than six months, (1) 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 “Aaa” by Moody’s, (2) 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 (3) the short-term debt obligations of which are rated in the highest short-term rating category by KBRA (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 the investments
described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change,
(B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index
plus a fixed spread (if any) and must move


 






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proportionately
with that index, and (C) such investments must not be subject to liquidation prior to their maturity;


 


(viii)        the Wells Fargo Advantage Heritage Money Market Fund or any other money market fund (in each case, the “Fund”)
so long as the Fund is rated by Moody’s and Fitch in its highest money market fund ratings category (or, if not rated by
either such Rating Agency, otherwise acceptable to such Rating Agency, KBRA and Morningstar, as confirmed in a Rating Agency Confirmation);


 


(ix)           any other demand, money market or time deposit, demand obligation or any other obligation, security or investment with
respect to which Rating Agency Confirmation has been obtained from each Rating Agency; and


 


(x)            such other demand, money market or time deposit, demand obligation or any other obligation, security or investment 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)–(ix)
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, demand
obligation or any other obligation, security or investment;


provided, however, that
such instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a
passive return in the nature of interest and that no instrument or security shall be a Permitted Investment if (i) such instrument
or security evidences a right to receive only interest payments, (ii) the right to receive principal and interest payments
derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying
investment, (iii) the rating for such instrument or security includes an “r” designation or (iv) if such
instrument may be redeemed at a price below the purchase price; and provided, further, that no amount beneficially
owned by the Upper-Tier REMIC or the Lower-Tier 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 the expense of the party directing such Permitted Investment, to the effect that such investment will not adversely
affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC. Permitted Investments that are subject to prepayment or call
may not be purchased at a price in excess of par.


Notwithstanding the
foregoing, to the extent that the Mortgage Loan Documents with respect to a particular Mortgage Loan require the funds in the related
Mortgagor Accounts to be invested in investments other than those itemized in clauses (i) through (ix) above,
the Master Servicer shall invest the funds in such Mortgagor Accounts in accordance with the terms of the related Mortgage Loan
Documents.


For purposes of any
condition set forth above, to the effect that any investment or the issuer thereof must have a minimum rating by KBRA, such condition
shall be deemed to be waived if such investment or the issuer thereof, as applicable, is not rated by KBRA.






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“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title insurance
and/or other insurance commissions and fees, title agency fees and appraisal fees received or retained by the Special Servicer
or any of its Affiliates in connection with any services performed by such party with respect to any Mortgage Loan, Serviced Whole
Loan or REO Property, in each case, in accordance with Article III of this Agreement.


“Permitted
Transferee”: With respect to a Class R Certificate, any Person or agent of such Person 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 either Trust REMIC to fail to qualify as a REMIC at any
time that the Certificates are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S. partnership
if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership
agreement) a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to which income from a 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, limited liability company, partnership, 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) of this Agreement.


“Prepayment
Assumption”: The assumption that there will be zero prepayments with respect to the Mortgage Loans; provided that it
is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.


“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan that was subject to a Principal Prepayment
in full or in part during the related Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan after the
Due Date in such Prepayment Period, the amount of interest (net of the related Servicing Fee and any related Excess Interest and/or
Default Interest) that accrued for such Mortgage Loan on the amount of such Principal Prepayment during the period commencing on
the date after such Due Date and ending on the date as of which such Principal Prepayment was applied to the unpaid principal balance
of the Mortgage Loan, inclusive, to the extent collected from the related Mortgagor (exclusive of any related Yield Maintenance
Charge that may have been collected).


“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan that was subject to a Principal Prepayment
in full or in part during any Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan prior to the Due
Date in such Prepayment Period, the amount of interest (net of the related Servicing Fee and any related Excess Interest and/or
Default Interest) to the extent not collected from the related Mortgagor, that would have accrued on such Mortgage Loan on the
amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment






    	-75-



    	 



    

 


was
applied to the unpaid principal balance of the Mortgage Loan and ending on the day immediately preceding such Due Date, inclusive.


“Prepayment
Period”: With respect to any Distribution Date, the period beginning the day after the Determination Date in the month
immediately preceding the month in which such Distribution Date occurs (or beginning on the day after the Cut-Off Date, in the
case of the first Distribution Date) through and including the Determination Date immediately preceding such Distribution
Date.


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, Eastern edition
(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. The Certificate Administrator shall notify in writing the Master Servicer with regard to any determination of
the Prime Rate in accordance with the parenthetical in the preceding sentence.


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


“Principal
Distribution Amount”: For any Distribution Date will be equal to the sum, without duplication, of:


(A)          the Scheduled Principal Distribution Amount for such Distribution Date;


(B)           the Unscheduled Payments of the Mortgage Loans (including the REO Mortgage Loans) received during the applicable Prepayment
Period (or, in the case of the Non-Serviced Mortgage Loans, by the Business Day immediately preceding the related Master Servicer
Remittance Date); and


(C)           the Principal Shortfall, if any, for such Distribution Date;


provided that the Principal Distribution
Amount for any Distribution Date shall be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances (including
any servicing advance with respect to a Non-Serviced Mortgage Loan under the related Other Pooling and Servicing Agreement reimbursed
out of general collections on the Mortgage Loans) plus interest on such Nonrecoverable Advances that are paid or reimbursed from
principal collections on the Mortgage Loans (including the REO 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 (ii) Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on the Mortgage Loans (including the REO 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 clause (i) and (ii) above, if any
of the amounts that were reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) for a prior
Distribution Date are subsequently recovered on the related Mortgage Loan (including an REO Mortgage Loan), such






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recovery will
increase the Principal Distribution Amount for the Distribution Date related to the applicable Prepayment Period in which such
recovery occurs).


The principal component
of the amounts set forth above shall be determined in accordance with Section 1.02 hereof.


“Principal
Prepayment”: Any payment of principal made by a Mortgagor on a Mortgage Loan or Serviced Whole Loan which is received
in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled
interest due on any date or dates in any month or months subsequent to the month of prepayment other than any amount paid in connection
with the release of the related Mortgaged Property through defeasance.


“Principal
Shortfall”: For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the
preceding Distribution Date exceeds (ii) the aggregate amount actually distributed with respect to principal on the Principal
Balance Certificates on such preceding Distribution Date in respect of such Principal Distribution Amount.


“Private
Certificates”: The Class X-D, Class X-E, Class X-F, Class X-NR, Class E, Class F, Class NR, Class Z and
Class R Certificates.


“Privileged
Information”: Any (i) correspondence or other communications between the Controlling Class Representative (and,
in the case of a Serviced Whole Loan, the related Serviced Companion Loan Holder (or its Companion Loan Holder Representative))
and the Special Servicer related to any Specially Serviced Loan or the exercise of the consent or consultation rights of the Controlling
Class Representative under this Agreement or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative)
under any related Co-Lender 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, and (iii) information subject to attorney-client privilege.


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information
becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party
restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and
necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, 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 Certificate Administrator, any affected Companion Loan Holder and the Trustee, as evidenced
by an Opinion of Counsel (which shall be an Additional Trust Fund Expense) delivered to each of the Master Servicer, the Special
Servicer, the Charles River Plaza North Directing Holder (with respect to the Charles River Plaza North Whole Loan), the WPC Department
Store Portfolio Directing Holder (with respect to the WPC Department Store Portfolio Whole Loan, as long as the WPC Department
Store Portfolio Whole Loan is a Serviced






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Whole
Loan) the Controlling Class Representative, the Operating Advisor, the Certificate Administrator and the Trustee) required by
law, rule, regulation, order, judgment or decree to disclose such information.


“Privileged
Person”: The Depositor, the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Controlling
Class Representative (but only for so long as a Consultation Termination Event has not occurred and is not continuing), any Serviced
Companion Loan Holder that delivers an Investor Certification, the Trustee, the Certificate Administrator, the Operating Advisor,
the Mortgage Loan Sellers, a designee of the Depositor and any Person who provides the Certificate Administrator with an Investor
Certification in the form of Exhibit M-1 attached to this Agreement, as the case may be, which Investor Certification
may be submitted electronically via the Certificate Administrator’s Website; provided that in no event shall a Mortgagor,
a Manager of a Mortgaged Property, an Affiliate of any of the foregoing, a principal, partner, member, joint venture, limited partner,
employee, representative, director, advisor or investor in any of the foregoing, or an agent of the foregoing, with respect to
its corresponding Mortgage Loan only, be considered a Privileged Person.


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


“Property
Advance”: As to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property, any
advance made by the Master Servicer, the Special Servicer (with respect to any Emergency Advance) or the Trustee in respect of
Property Protection Expenses, together with all other customary, reasonable and necessary “out of pocket” costs and
expenses (including attorneys’ fees and fees and expenses of real estate brokers) incurred by the Master Servicer, the
Special Servicer or the Trustee in connection with the servicing and administration of a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan, if a default is imminent thereunder or a default, delinquency or other unanticipated event
has occurred with respect thereto, or in connection with the administration of any REO Property, including, but not limited to,
the cost of (a) compliance with the obligations of the Master Servicer, the Special Servicer or the Trustee, if any, set forth
in Section 2.03, Section 3.04 and Section 3.07 of this Agreement, (b) the preservation, insurance, restoration,
protection and management of a Mortgaged Property, (c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds, (d) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures, (e) any
Appraisal or any other appraisal or update thereof expressly permitted or required to be obtained hereunder and (f) the operation,
management, maintenance and liquidation of any REO Property; provided that, notwithstanding anything to the contrary, “Property
Advances” shall not include allocable overhead of the Master Servicer, the Special Servicer or the Trustee, 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 any Mortgage Loan or REO
Property pursuant to any provision of this Agreement, or an intercreditor agreement. Each reference to the payment or reimbursement
of a Property Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest
thereon at the Advance Rate from and including the date of the making of such Advance to but excluding the date of payment or reimbursement.






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“Property
Protection Expenses”: Any costs and expenses incurred by the Master Servicer, the Special Servicer or the Trustee pursuant
to Section 3.04, Section 3.07, Section 3.10(f), Section 3.10(g) and Section 3.17(b) or indicated
herein as being a cost or expense of the Lower-Tier REMIC to be advanced by the Master Servicer or the Trustee, as applicable.


“Prospectus”:
The prospectus dated March 3, 2015, as supplemented by the Prospectus Supplement relating to the Public Certificates.


“Prospectus
Supplement”: The prospectus supplement dated August 10, 2015, relating to the Public Certificates.


“Public Certificate”:
Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A Class X-B, Class A-S, Class B,
Class C and Class D Certificates.


“Public Documents”:
As defined in Section 4.02(a) of this Agreement.


“Purchase
Price”: With respect to any Mortgage Loan (or REO Property), a price equal to the following: (a) the outstanding
principal balance of such Mortgage Loan (or the related REO Mortgage Loan) as of the date of purchase; plus (b) all accrued
and unpaid interest on the principal balance of such Mortgage Loan (or the related REO Mortgage Loan), other than Excess Interest
or Default Interest, at the related Mortgage Loan Rate in effect from time to time through the Due Date in the Collection Period
of purchase; plus (c) all related unreimbursed Property Advances (including any Property Advances and Advance Interest Amounts
that were reimbursed out of general collections on the Mortgage Loans) (or, in the case of any Non-Serviced Mortgage Loan, the
pro rata portion of any comparable amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to
the related Co-Lender Agreement); plus (d) all accrued and unpaid Advance Interest Amounts in respect of related Advances
(or, in the case of any Non-Serviced Mortgage Loan, all comparable amounts with respect to P&I Advances related to such Non-Serviced
Mortgage Loan and, with respect to outstanding Property Advances, the pro rata portion of any comparable amounts payable
with respect thereto pursuant to the related Co-Lender Agreement); plus (e) any unpaid Special Servicing Fees and any other
unpaid Additional Trust Fund Expenses outstanding or previously incurred in respect of the related Mortgage Loan (or, in the case
of any Non-Serviced Mortgage Loan, the pro rata portion of any comparable amounts allocable to such Mortgage Loan and payable
with respect thereto pursuant to the related Co-Lender Agreement); plus (f) if such Mortgage Loan is being purchased by a
Mortgage Loan Seller pursuant to Section 6 of the related Loan Purchase Agreement, all expenses incurred or to be incurred
by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the Breach
or Document Defect giving rise to the repurchase or substitution obligation (to the extent not otherwise included in the amount
described in clause (c) above) and, if the applicable Mortgage Loan Seller repurchases or substitutes for such Mortgage
Loan more than 180 days following the earlier of the responsible party’s discovery or receipt of notice of the subject
Material Breach or Material Document Defect, as the case may be, a Liquidation Fee. With respect to any REO Property that relates
to a Serviced Whole Loan, the Purchase Price for the Trust Fund’s interest in such REO Property shall be the amount calculated
in accordance with the first sentence of this definition in respect of the related REO Mortgage Loan and, solely for purposes of
calculating fair prices under the fourth to last sentence of Section 3.17(k) of this Agreement, such amount






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shall
be calculated as if the REO Mortgage Loan consisted of the REO Mortgage Loan and the related REO Companion Loan, if applicable.


“Qualified
Bidder”: As defined in Section 7.01(b) of this Agreement.


“Qualified
Institutional Buyer”: A “qualified institutional buyer” within the meaning of Rule 144A.


“Qualified
Insurer”: As used in Section 3.08 and Section 5.08, in the case of (i) all policies not referred to
in clause (ii) below, an insurance company or security or bonding company qualified to write the related insurance
policy in the relevant jurisdiction and whose claims paying ability is rated at least “A3” by Moody’s (or, if
not rated by Moody’s, an equivalent rating such as that listed below by at least two NRSROs (which may include S&P, Fitch,
KBRA, Morningstar and/or A.M. Best)) and at least “A” by Fitch (or, if not rated by Fitch, an equivalent rating such
as that listed below by at least two NRSROs (which may include S&P, Morningstar, Moody’s, KBRA and/or A.M. Best)), (ii) in
the case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(c)
of this Agreement, a company that shall have a claim paying ability rated at least as follows by at least one of the following
NRSROs: “A (low)” by DBRS (or, if not rated by DBRS, an equivalent rating such as that listed above by at least two
NRSROs (which may include S&P, KBRA, Fitch and/or AM Best)), “A-” by S&P, “A-” by Fitch, “A3”
by Moody’s or “A:X” by A.M. Best, or (iii) in either case, an insurance company not satisfying the ratings criteria
of any Rating Agency set forth in clause (i) or (ii), as applicable, but with respect to which the Master Servicer
or the Special Servicer, as applicable, has received a Rating Agency Confirmation from such Rating Agency and Morningstar. “Qualified
Insurer” shall also mean any entity that satisfies all of the criteria, other than the ratings criteria, set forth in one
of the foregoing clauses and whose obligations under the related insurance policy are guaranteed or backed by an entity that satisfies
the ratings criteria set forth in such clause (construed as if such entity were an insurance company referred to therein).


“Qualified
Mortgage”: A Mortgage Loan that is a “qualified mortgage” within the meaning of Code Section 860G(a)(3)
(but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective obligation as
a qualified mortgage, or any substantially similar successor provision).


“Qualified
Substitute Mortgage Loan”: A 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 deleted Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a Mortgage Loan Rate not less than the Mortgage Loan Rate of the deleted
Mortgage Loan; (iii) have the same Due Date as and grace period no longer than that of the deleted Mortgage Loan; (iv) accrue
interest on the same basis as the deleted 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 years less than, the remaining term
to stated maturity of the deleted Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser
of (a) the loan-to-value ratio of the deleted Mortgage Loan as of the Cut-Off Date and






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(b) 75%,
in each case using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply (except in
a manner that would not be adverse to the interests of the Certificateholders) as of the date of substitution in all material
respects with all of the representations and warranties set forth in the applicable Loan Purchase Agreement; (viii) have an environmental
report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property that 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 (a) the debt service coverage ratio of the deleted Mortgage Loan as of the Closing Date and (b) 1.25x; (x) constitute
a “qualified replacement mortgage” within the meaning of Code Section 860G(a)(4) 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 schedule
that extends to a date that is after the date that is three years prior to the Rated Final Distribution Date; (xii) have prepayment
restrictions comparable to those of the deleted Mortgage Loan; (xiii) not be substituted for a deleted Mortgage Loan unless the
Trustee and the Certificate Administrator have received a prior 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 Consultation Termination Event has not occurred and is not continuing, by the Controlling Class Representative; (xv)
prohibit defeasance within two years of the Closing Date; (xvi) not be substituted for a deleted Mortgage Loan if it would result
in the termination of the REMIC status of a Trust REMIC or the imposition of tax on a Trust REMIC other than a tax on income expressly
permitted or contemplated to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel; (xvii) have an
engineering report 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 deleted Mortgage Loan or Mortgage Loans, then the amounts described in clause (i)
above shall be determined on the basis of aggregate principal balances and each such proposed Qualified Substitute Mortgage
Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii) above; 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 Loan Rate
(net of the Administrative Cost Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on or subject to
a cap equal to, the WAC Rate) of any Class of Principal Balance Certificates having a Certificate Principal Balance then-outstanding.
When one or more Qualified Substitute Mortgage Loans are substituted for a deleted Mortgage Loan, the applicable Mortgage Loan
Seller shall certify that the replacement mortgage loan(s) meet(s) all of the requirements of the above definition and shall send
such certification to the Certificate Administrator and the Trustee and, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative.


“Rated Final
Distribution Date”: The Distribution Date occurring in August 2048.


“Rating Agency”:
Each of Moody’s, Fitch, KBRA and Morningstar or their successors in interest. If no such rating agency nor any successor
thereof remains in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating
organization or other comparable Person reasonably designated by the Depositor, notice of






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which
designation shall be given to the Trustee, the Certificate Administrator and the Master Servicer, and specific ratings of Moody’s,
Fitch, KBRA and Morningstar herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by
the Depositor) of the party so designated. References herein to the highest long-term unsecured debt rating category of Moody’s,
Fitch, KBRA or Morningstar shall mean “Aaa” with respect to Moody’s, “AAA” with respect to Fitch,
KBRA and Morningstar, and, in the case of any other rating agency, shall mean such highest rating category or better without regard
to any plus or minus or numerical qualification.


“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 upon receipt of a written waiver or other acknowledgment from any applicable Rating Agency indicating its
decision not to review or declining to review the matter for which the Rating Agency Confirmation is sought (such written notice,
a “Rating Agency Declination”), or as otherwise provided in Section 3.29 of this Agreement, the requirement
for the Rating Agency Confirmation from the applicable Rating Agency with respect to such matter shall not apply.


“Rating Agency
Declination”: As defined in the definition of “Rating Agency Confirmation” in this Agreement.


“Realized
Loss”: With respect to any Distribution Date, the amount, if any, by which (A) the aggregate Certificate Principal
Balance of all Classes of Principal Balance Certificates, after giving effect to distributions made on such Distribution Date exceeds
(B) the aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loans) after giving effect to
any and all reductions in such aggregate Stated Principal Balance on such Distribution Date (for purposes of this calculation only,
not giving effect to any reductions of such aggregate Stated Principal Balance for principal payments received on the Mortgage
Loans that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Mortgage Loans
for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined
to be Nonrecoverable Advances). The allocation of Realized Losses may be reversed as provided in Section 4.01(f) of this
Agreement.


“Record Date”:
With respect to each Distribution Date and each Class of Certificates, the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day.


“Registered
Rating Agency”: (a) Any Rating Agency that has registered as a user of the Rule 17g-5 Information Provider’s
Website; or (b) any NRSRO other than the Rating Agencies (i) that has registered as a user of the Rule 17g-5 Information Provider’s
Website and (ii) with respect to which the Rule 17g-5 Information Provider has received an NRSRO Certification pursuant to
Section 11.13(h) of this Agreement.






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“Regular
Certificates”: 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, 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 rules may
be amended and are in effect from time to time, but only to the extent compliance is required as of the applicable date of determination,
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 S”:
Regulation S under the Securities Act.


“Regulation S
Global Certificates”: As defined in Section 5.02(c)(i) of this Agreement.


“Regulation S
Investor”: With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate
pursuant to Regulation S.


“Relevant
Servicing Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit T to
this Agreement. For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria.
With respect to a Servicing Function Participant engaged by the Master Servicer, the Special Servicer or the Certificate Administrator,
the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the
Master Servicer, the Special Servicer or the Certificate Administrator.


“Remaining
Certificateholder”: Any Holder (or Holders provided they act in unanimity) holding 100% of the Regular Certificates
or an assignment of the voting rights thereof; provided, however, that the Certificate Principal Balances of the
Class A, Class A-S, Class B, Class C, Class D and Class E Certificates have been reduced to zero.


“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Code Section 860D.


“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A
through 860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed
regulations) and rulings 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 Code Section 856(d),
which income, subject to the terms and conditions of that Section of the Code in its present form, does not include:


(1)           except as provided in Code Section 856(d)(4) or (6), any amount received or accrued, directly or indirectly, with
respect to such REO Property, if the determination of such amount depends in whole or in part on the income or profits derived
by any






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Person
from such property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents
from Real Property);


(2)           any amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including
by attribution) a ten percent or greater interest in such Person determined in accordance with Code Sections 856(d)(2)(B) and
(d)(5);


(3)           any amount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates
such REO Property;


(4)           any amount charged for services that are not customarily furnished in connection with the rental of property to tenants
in buildings of a similar class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1) (whether
or not such charges are separately stated); and


(5)           rent attributable to personal property unless such personal property is leased under, or in connection with, the lease of
such REO Property and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received
or accrued under, or in connection with, the lease.


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.16 of this
Agreement on behalf of the Trustee for the benefit of the Certificateholders and the related Companion Loan Holders, which (subject
to any changes in the identities of the Special Servicer or the Trustee) shall be entitled “Rialto Capital Advisors, 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 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3
and the related Companion Loan Holder REO Account, as their interests may appear.” Any such account or accounts shall be
an Eligible Account.


“REO Companion
Loan”: Any Companion Loan as to which the related Mortgaged Property has become an REO Property.


“REO Extension”:
As defined in Section 3.16(a) of this Agreement.


“REO Mortgage
Loan”: Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property or a beneficial interest
in the related Mortgaged Property acquired upon a foreclosure or deed-in-lieu of foreclosure of any Non-Serviced Mortgage Loan
under the applicable Other Pooling and Servicing Agreement.


“REO Proceeds”:
With respect to any REO Property and the related REO Mortgage Loan and REO Companion Loan, all revenues and proceeds received by
the Special Servicer with respect to such REO Property, REO Mortgage Loan or REO Companion Loan which do not constitute Liquidation
Proceeds.






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“REO Property”:
A Mortgaged Property title to which has been acquired on behalf of the Trust Fund and any related Companion Loan Holder through
foreclosure, deed in lieu of foreclosure or otherwise; provided that a Mortgaged Property that secures a Non-Serviced Mortgage
Loan shall constitute an REO Property if and when it is acquired under the applicable Other Pooling and Servicing Agreement on
behalf of the Trustee for the benefit of the Trust Fund as the holder of such Non-Serviced Mortgage Loan and of the related Companion
Loan Holder(s) through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law
in connection with a default or imminent default of such Non-Serviced Mortgage Loan.


“REO Serviced
Companion Loan”: Any Serviced Companion Loan as to which the related Mortgaged Property has become an REO Property.


“REO Whole
Loan”: Any Whole Loan as to which the related Mortgaged Property has become an REO Property.


“Reportable
Event”: As defined in Section 10.06 of this Agreement.


“Reporting
Requirements”: As defined in Section 10.11.


“Reporting
Servicer”: As defined in Section 10.08 of this Agreement.


“Repurchase
Communication”: For purposes of Section 2.03(a) and Section 3.01(c) of this Agreement only, any communication,
whether oral or written, which need not be in any specific form.


“Repurchase
Request”: As defined in Section 2.03(a) of this Agreement.


“Repurchase
Request Rejection”: As defined in Section 2.03(a) of this Agreement.


“Repurchase
Request Withdrawal”: As defined in Section 2.03(a) of this Agreement.


“Request
for Release”: A request for a release signed by a Servicing Officer, substantially in the form of Exhibit C
hereto.


“Requesting
Holders”: As defined in Section 3.10(a) of this Agreement.


“Requesting
Party”: As defined in Section 3.29(a) of this Agreement.


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


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee (and,
in the event that the Trustee is the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent,
as applicable) assigned to the Corporate Trust Office with direct responsibility for the






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administration
of this Agreement and also, 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
also, 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. When used with respect to any Certificate
Registrar (other than the Trustee or the Certificate Administrator), any officer or assistant officer thereof.


“Restricted
Party”: As defined in the definition of “Privileged Information Exception” in this Agreement.


“Restricted
Period”: As defined in Section 5.02(c)(i) of this Agreement.


“Review Package”:
A package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance with the Servicing Standard) of
the Master Servicer or the Special Servicer, as the case may be, with respect to the matters that are the subject thereof, and
copies of all relevant documentation.


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


“Rule 144A”:
Rule 144A under the Securities Act.


“Rule 144A
Global Certificates”: As defined in Section 5.02(c)(ii) of this Agreement.


“Rule 15Ga-1”:
Rule 15Ga-1 under the Exchange Act.


“Rule 17g-5”:
Rule 17g-5 under the Exchange Act.


“Rule 17g-5
Information Provider”: The Certificate Administrator acting in such capacity under this Agreement.


“Rule 17g-5
Information Provider’s Website”: The website established and maintained by the Rule 17g-5 Information Provider
pursuant to Section 11.06 and Section 11.13 of this Agreement, initially located at www.ctslink.com, under the “NRSRO”
tab for the related transaction.


“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 and the Special Servicer and specific ratings of S&P herein referenced shall be deemed to refer to the
equivalent ratings (as reasonably determined by the Depositor) of the party so designated.






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


“Sarbanes-Oxley
Certification”: As defined in Section 10.04 of this Agreement.


“Scheduled
Principal Distribution Amount”: For any Distribution Date will be equal to the sum, without duplication, of:


(A)          the principal component of all scheduled Monthly Payments and Balloon Payments which became due on the related Due Date
in the related Collection Period (if received by the Master Servicer by the Business Day prior to the Master Servicer Remittance
Date or (except in the case of Balloon Payments) advanced by the Master Servicer or the Trustee in respect of such Distribution
Date); and


(B)          the principal component of any payment on any Mortgage Loan (including an REO Mortgage Loan) received or applied on or after
the date on which such payment was due on deposit in the Collection Account as of the related Determination Date (or, in the case
of the Non-Serviced Mortgage Loans, by the Business Day immediately preceding the related Master Servicer Remittance Date), net
of the principal portion of any unreimbursed P&I Advances related to such Mortgage Loan.


“Securities
Act”: The Securities Act of 1933, as it may be amended from time to time and the rules and regulations thereunder.


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans
or any other assets of the Trust by an entity (other than the Certificate Administrator and the Trustee) that meets the definition
of “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth
in Item 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have the meaning
commonly understood by participants in the commercial mortgage-backed securities market.


“Serviced
Companion Loan”: Each of the Charles River Plaza North Companion Loans, the Starwood Capital Extended Stay Portfolio
Companion Loans, the Mall of New Hampshire Companion Loan, the Arizona Grand Resort & Spa Companion Loan and the Cape May Hotels
Companion Loan. In addition, prior to the WPC Department Store Portfolio Securitization Date, each WPC Department Store Portfolio
Companion Loan will be a Serviced Companion Loan.


“Serviced
Companion Loan Holder”: A holder of a Serviced Companion Loan.


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






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“Serviced
Whole Loan”: Any mortgage loan serviced under this Agreement that is divided into one or more notes, which includes a
mortgage note that is included in the Trust and one or more pari passu or subordinate mortgage notes not included in the
Trust. Each of the Charles River Plaza North Whole Loan, the Starwood Capital Extended Stay Portfolio Whole Loan, the Mall of New
Hampshire Whole Loan, the Arizona Grand Resort & Spa Whole Loan and the Cape May Hotels Whole Loan shall be a Serviced Whole
Loan. In addition, prior to the WPC Department Store Portfolio Securitization Date, the WPC Department Store Portfolio Whole Loan
shall be a Serviced Whole Loan (and shall include any successor REO Whole Loan).


“Serviced
Whole Loan Custodial Account”: With respect to any Serviced Whole Loan, the respective segregated account or sub-account
created and maintained by the Master Servicer pursuant to Section 3.05A of this Agreement on behalf of the holders
of such Serviced Whole Loan, which (subject to any changes in the identities of the Master Servicer or the Trustee) shall be entitled
“Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer on behalf of Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered Holders of CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2015-C3, and the related Companion Loan Holder, as their interests may appear.”


“Serviced
Whole Loan Special Servicer”: Any Person responsible for performing the duties of a special servicer hereunder with respect
to any Serviced Whole Loan or any related REO Property.


“Servicer”:
As defined in Section 10.01(c) of this Agreement.


“Servicer
Indemnified Party”: As defined in Section 8.05(c) of this Agreement.


“Servicer
Termination Event”: As defined in Section 7.01 of 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.


“Servicing
Fee”: With respect to each Mortgage Loan or Serviced Companion Loan (including if it is or is part of a Specially Serviced
Loan) or any successor REO Mortgage Loan or successor REO Serviced Companion Loan (other than any interest in REO Property acquired
with respect to any Non-Serviced Whole Loan) and for any Distribution Date, the amount accrued during the related Interest Accrual
Period at the related Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan or such Serviced Companion Loan,
as the case may be, 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 Serviced Whole Loan is computed and shall be prorated for partial periods.
For the avoidance of doubt, notwithstanding Section 3.05 or Section 3.12 of this Agreement, (1) the Servicing
Fee shall be payable from the Lower-Tier REMIC and (2) the portion thereof payable with respect to each Non-Serviced Mortgage
Loan to an Other Master Servicer shall be paid under the applicable Other Pooling and Servicing Agreement, shall not be payable
to the






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Master
Servicer and will previously have been deducted by an Other Master Servicer prior to remittance to the Trust and shall not be
withdrawn from the Collection Account.


“Servicing
Fee Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) (or any successor REO Mortgage
Loan with respect thereto), the per annum rate set forth on the Mortgage Loan Schedule and, (i) with respect to the Charles
River Plaza North Companion Loans (or any successor REO Companion Loan with respect thereto), 0.00250% (0.25 basis points) per
annum, (ii) with respect to the Starwood Capital Extended Stay Portfolio Companion Loans (or any successor REO Companion Loan
with respect thereto), 0.00250% (0.25 basis points) per annum, (iii) with respect to the Mall of New Hampshire Companion
Loan (or any successor REO Companion Loan with respect thereto), 0.00250% (0.25 basis points) per annum, (iv) with respect
to the Arizona Grand Resort & Spa Companion Loan (or any successor REO Companion Loan with respect thereto), 0.00250% (0.25
basis points) per annum, (v) with respect to the WPC Department Store Portfolio Companion Loans (prior to the WPC Department
Store Companion Loan Securitization Date) (or any successor REO Companion Loan with respect thereto), 0.00250% (0.25 basis points)
per annum, and (vi) with respect to the Cape May Hotels Companion Loan (or any successor REO Companion Loan with respect
thereto), 0.00250% (0.25 basis points) per annum; provided that, for the avoidance of doubt, with respect to each
of the Westfield Wheaton Mortgage Loan, the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan, the Westfield Trumbull Mortgage Loan,
the WPC Department Store Portfolio Mortgage Loan (following the occurrence of the WPC Department Store Portfolio Companion Loan
Securitization Date) and the Sterling and Milagro Mortgage Loan a portion of the Servicing Fee computed at a per annum rate
of 0.0025% (0.25 basis points) shall be payable to the related Other Master Servicer, and (1) for the purposes of computing the
Servicing Fee payable to the Master Servicer in respect of such Mortgage Loans hereunder, the Servicing Fee Rate with respect to
such Mortgage Loans shall be deemed to be a per annum rate equal 0.0025% (0.25 basis points) and (2) for the purposes of
computing the Administrative Cost Rate, the Servicing Fee Rate with respect to such Mortgage Loans shall be deemed to a per
annum rate equal 0.005% (0.5 basis points).


“Servicing
File”: Any documents (other than documents required to be part of the related Mortgage File but including copies of such
documents required to be part of the related Mortgage File) related to the origination or the servicing of the Mortgage Loans
or Companion Loans that are in the possession of or under the control of the applicable Mortgage Loan Seller, including but not
limited to appraisals, environmental reports, engineering reports, legal opinions, and the applicable Mortgage Loan Seller’s
asset summary, delivered to the Master Servicer or the Special Servicer; provided that no information that is proprietary
to the related Mortgage Loan Seller nor any draft documents, privileged or internal communications, credit underwriting, due diligence
analysis or data shall be required to be delivered as part of the Servicing File. Notwithstanding anything to the contrary contained
herein, with respect to each Non-Serviced Mortgage Loan, the Servicing File shall consist of a copy of each Servicing File delivered
under the applicable Other Pooling and Servicing Agreement.


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate
Administrator, the Operating Advisor, the Master Servicer, the Special Servicer and the Trustee, that is performing activities
with respect to the Trust Fund that address the Servicing Criteria, unless such Person’s activities






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relate
only to 5% or less of the Mortgage Loans by unpaid principal balance calculated in accordance with the provisions of 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 and the Serviced 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,
the Operating Advisor and the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such
list may from time to time be amended.


“Servicing
Standard”: With respect to the Master Servicer or the Special Servicer, to service and administer the Mortgage Loans
(other than the Non-Serviced Mortgage Loans), the Serviced Whole Loans and each REO Property (other than any interest in REO Property
acquired with respect to any Non-Serviced Whole Loan) that such party is obligated to service and administer pursuant to this Agreement
on behalf of the Trust Fund and the Trustee (as trustee for Certificateholders or, with respect to each Serviced Whole Loan, on
behalf of the Certificateholders and the Serviced Companion Loan Holder(s), as a collective whole as if such Certificateholders
or, with respect to any Serviced Whole Loan, such Certificateholders and the related Serviced Companion Loan Holder(s), constituted
a single lender) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the
case may be: (i) in accordance with the higher of the following standards of care: (A) 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 comparable mortgage
loans with similar borrowers and comparable REO properties for other third-party portfolios (giving due consideration to the customary
and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own mortgage loans and REO
properties), and (B) 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 comparable mortgage loans and REO properties owned by the Master Servicer or the Special
Servicer, as the case may be, and in either case, exercising reasonable business judgment and acting in accordance with applicable
law, the terms of this Agreement and the terms of the respective Mortgage Loan or Serviced Whole Loan; (ii) with a view to:
the timely recovery of all payments of principal and interest, including Balloon Payments, under the Mortgage Loans and Serviced
Whole Loans or, in the case of (1) a Specially Serviced Loan or (2) a Mortgage Loan or Serviced Whole Loan as to which
the related Mortgaged Property is an REO Property, the maximization of recovery of principal and interest on the Mortgage Loan
(or Serviced Whole Loan) to the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender)
(or, if any Companion Loan is involved, with a view to the maximization of recovery of principal and interest on such Serviced
Whole Loan to the Certificateholders and the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders
and Serviced Companion Loan Holder(s) constituted a single lender) (and, with respect to the Charles River Plaza North Whole Loan,
taking into account the subordinate nature of the Charles River Plaza North Subordinate Companion Loan)) of principal and interest,
including Balloon Payments, on a present value basis (the relevant discounting of anticipated collections that will be distributable
to the






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Certificateholders
(or, in the case of any Serviced Whole Loan, to the Certificateholders and the related Companion Loan Holder) to be performed
at the Calculation Rate); and (iii) without regard to (A) any relationship, including as lender on any other debt, that
the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof, may have with any of the related Mortgagors,
or any Affiliate thereof, or any other party to this Agreement; (B) the ownership of any Certificate (or any Serviced Companion
Loan or other indebtedness secured by the related Mortgaged Property or any security backed by a Companion Loan) by the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (C) the obligation of the Master Servicer
to make Advances; (D) the right of the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof,
to receive compensation or reimbursement of costs hereunder generally or with respect to any particular transaction; and (E) the
ownership, servicing or management for others of any other mortgage loan or real property not subject to this Agreement by the
Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; provided that the foregoing standards
shall apply with respect to a Non-Serviced Mortgage Loan and any related REO Property only to the extent that the Master Servicer
or the Special Servicer has any express duties or rights to grant consent with respect thereto pursuant to this Agreement.


“Servicing
Transfer Event”: With respect to any Mortgage Loan or any Serviced Whole Loan, the occurrence of any of the events described
in clauses (a) through (g) of the definition of “Specially Serviced Loan”.


“Significant
Obligor”: Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect
to the Trust as of the Closing Date. For the avoidance of doubt, there are no Significant Obligors relating to the Trust.


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Distribution Date occurring on or immediately following the
45th day after the end of such calendar quarter.


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


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


“Soho-Tribeca
Grand Hotel Portfolio Co-Lender Agreement”: With respect to the Soho-Tribeca Grand Hotel Portfolio Whole Loan, the related
co-lender agreement, dated as of March 3, 2015, by and between the holder of the Soho-Tribeca Grand Hotel Portfolio Mortgage
Loan and the Soho-Tribeca Grand Hotel Portfolio Companion Loan Holders, relating to the relative rights of the holder of the Soho-Tribeca
Grand Hotel Portfolio Mortgage Loan and the Soho-Tribeca Grand Hotel Portfolio Companion Loan Holders, as the same may be amended
from time to time in accordance with the terms thereof.


“Soho-Tribeca
Grand Hotel Portfolio Companion Loan Holder”: A holder of a Soho-Tribeca Grand Hotel Portfolio Companion Loans.






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“Soho-Tribeca
Grand Hotel Portfolio Companion Loans”: With respect to the Soho-Tribeca Grand Hotel Portfolio Whole Loan, the related
promissory notes made by the related Mortgagor and secured by the Soho-Tribeca Grand Hotel Portfolio Mortgage and designated as
(a) promissory notes A-1 and A-2 (which are not included in the Trust and are pari passu in right in payment with the
Soho-Tribeca Grand Hotel Portfolio Mortgage Loan) and (b) promissory note B (which is not included in the Trust and is subordinate
in right of payment to the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan and to promissory notes A-1 and A-2), each to the extent
set forth in the related Mortgage Loan Documents and as provided in the related Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement.


“Soho-Tribeca
Grand Hotel Portfolio Mortgage”: The Mortgage securing the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan and the Soho-Tribeca
Grand Hotel Portfolio Companion Loans.


“Soho-Tribeca
Grand Hotel Portfolio Mortgage Loan”: With respect to the Soho-Tribeca Grand Hotel Portfolio Whole Loan, the Mortgage
Loan included in the Trust and identified on the Mortgage Loan Schedule as Soho-Tribeca Grand Hotel Portfolio, which is evidenced
by promissory note A-3 and is pari passu in right of payment with the Soho-Tribeca Grand Hotel Portfolio Pari Passu Companion
Loan and senior in right of payment to the Soho-Tribeca Grand Hotel Portfolio Subordinate Companion Loan, to the extent set forth
in the related Mortgage Loan Documents and as provided in the related Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement. The
Soho-Tribeca Grand Hotel Portfolio Mortgage Loan is a “Non-Serviced Mortgage Loan” and will be serviced pursuant to
the CSAIL 2015-C1 Pooling and Servicing Agreement.


“Soho-Tribeca
Grand Hotel Portfolio Pari Passu Companion Loans”: With respect to the Soho-Tribeca Grand Hotel Portfolio Whole Loan,
the related promissory notes identified as A-1 and A-2, which are pari passu to the Soho-Tribeca Grand Hotel Portfolio Mortgage
Loan, and which, together with the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan, are senior in right of payment to the Soho-Tribeca
Grand Hotel Portfolio Subordinate Companion Loan, to the extent set forth in the related Mortgage Loan Documents and as provided
in the related Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement.


“Soho-Tribeca
Grand Hotel Portfolio Subordinate Companion Loan”: With respect to the Soho-Tribeca Grand Hotel Portfolio Whole Loan,
the related promissory note identified as B, which is subordinate in right of payment to the Soho-Tribeca Grand Hotel Portfolio
Mortgage Loan and the Soho-Tribeca Grand Hotel Portfolio Pari Passu Companion Loan, to the extent set forth in the related Mortgage
Loan Documents and as provided in the related Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement.


“Soho-Tribeca
Grand Hotel Portfolio Whole Loan”: The Soho-Tribeca Grand Hotel Portfolio Mortgage Loan, together with the Soho-Tribeca
Grand Hotel Portfolio Companion Loans, each of which is secured by the Soho-Tribeca Grand Hotel Portfolio Mortgage. References
herein to the Soho-Tribeca Grand Hotel Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness secured under
the Soho-Tribeca Grand Hotel Portfolio Mortgage.






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“Special
Notice”: Any (a) notice transmitted to Certificateholders pursuant to Section 5.07(c) of this Agreement,
(b) notice of any request by at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer
pursuant to Section 6.08(a) of this Agreement and (c) notice of any request by at least 15% of the Voting Rights of
the Non-Reduced Certificates to terminate and replace the Operating Advisor pursuant to Section 7.06(b) of this Agreement.


“Special
Servicer”: Rialto Capital Advisors, LLC, a Delaware limited liability company, and its successor in interest, or any
successor Special Servicer appointed as provided herein.


“Special
Servicer Decision”: Collectively:


(a)          approving
leases, lease modifications or amendments or any requests for subordination non-disturbance and attornment agreements or other
similar agreements for leases in excess of the lesser of 30,000 square feet and 30% of the net rentable area of the related Mortgaged
Property, so long as it is considered a “major lease” or otherwise reviewable by the lender under the related Mortgage
Loan Documents;


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


(c)          approving
annual budgets for the related Mortgaged Property with increases (in excess of 10%) in operating expenses or payments to affiliates
of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage
Loan (excluding any Non-Serviced Mortgage Loans) or Serviced Whole Loan);


(d)          agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan (other than Non-Serviced Mortgage Loans) or Serviced
Whole Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (i)
a waiver of a Mortgage Loan event of default, (ii) a modification of the type of defeasance collateral required under the related
Mortgage Loan Documents such that defeasance collateral other than direct, non-callable obligations of the United States of America
would be permitted or (iii) a modification that would permit a principal prepayment instead of defeasance if the related Mortgage
Loan Documents do not otherwise permit such principal prepayment; provided that the foregoing is not otherwise a Major Decision;


(e)          any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out”, “holdback” or similar escrows or reserves with respect to any of the Mortgage Loans or Serviced
Whole Loans, but excluding (subject to clause (f) below), as to Mortgage Loans and Serviced Whole Loans which are non-Specially
Serviced Loans, any routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance-related
criteria or lender discretion is not required or permitted pursuant to the terms of the related loan documents (for the avoidance
of doubt, other than as set forth in clause (f) below, any request with respect to a Mortgage Loan or Serviced Whole Loan that
is a non-Specially Serviced Loan for the funding or


 





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disbursement
of ordinary course impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements
pursuant to an approved lease, each in accordance with the loan documents or any other funding or disbursement as mutually agreed
upon by the Master Servicer and Special Servicer, will not constitute a Special Servicer Decision;


(f)          any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit in the case of
certain Mortgage Loans (but excluding Non-Serviced Whole Loans) whose escrows, reserves, holdbacks and related letters of credit
exceed, in the aggregate (but excluding tax and insurance escrows), at the related origination date, 10% of the initial principal
balance of such Mortgage Loan (which Mortgage Loans are identified on Exhibit FF to this Agreement), except for the routine
funding of tax payments and insurance premiums when due and payable (provided the Mortgage Loan is not a Specially Serviced Mortgage
Loan);


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


(h)         in
circumstances where no lender discretion is required other than confirming the satisfaction of the applicable terms of the Loan
Documents (including determining whether any applicable terms or tests are satisfied), processing requests for any release of
collateral or any acceptance of substitute or additional collateral for a Mortgage Loan; provided that, in any case, Special Servicer
Decisions will not include (i) the release, substitution or addition of collateral securing any Mortgage Loan (other than Non-Serviced
Mortgage Loans) or Serviced Whole Loan in connection with a defeasance of such collateral; or (ii) 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; provided
that such release or substitution or addition of collateral is not a Major Decision;


(i)          approving
easements or rights of way that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to
make payments with respect to the related Mortgage Loan; and


(j)          approving
any requests for modification or amendment of a ground lease or entry into a new ground lease.


“Special
Servicer Servicing Personnel”: The divisions and individuals of the Special Servicer who are involved in the performance
of the duties of the Special Servicer under this Agreement.


“Special
Servicing Compensation”: With respect to any Mortgage Loan, Serviced Whole Loan or REO Property, any of the Special
Servicing Fee, the Workout Fee, and the Liquidation Fee which shall be due to the Special Servicer or any other fee due to the
Special Servicer pursuant to Section 3.12 of this Agreement.






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“Special
Servicing Fee”: With respect to each Specially Serviced Loan and any REO Property (other than an REO Property related
to a Non-Serviced Mortgage Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period at the
Special Servicing Fee Rate on the Stated Principal Balance of such Specially Serviced 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, Companion Loan or Whole Loan, as applicable, is computed and shall be prorated for partial periods. For the avoidance of
doubt, the Special Servicing Fee shall be deemed payable from the Lower-Tier REMIC.


“Special
Servicing Fee Rate”: With respect to any Specially Serviced Loan or REO Property, a rate equal to (a) 0.25% per
annum 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 the 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”: Any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) or Serviced Whole Loan (including any related
REO Mortgage Loan and, if applicable, any related REO Serviced Companion Loan) as to which any of the following events has occurred:


(a)          the
related Mortgagor has failed to make when due any Monthly Payment or a Balloon Payment, which failure continues unremedied (without
regard to any grace period):


 


(i)           except
in the case of a Balloon Mortgage Loan or Serviced Whole Loan delinquent in respect of its Balloon Payment, for 60 days beyond
the date on which the subject payment was due, or


 


(ii)          solely
in the case of a delinquent Balloon Payment, (A) 60 days beyond the date on which such Balloon Payment was due (except
as described in clause B below) or (B) in the case of a Mortgage Loan or Serviced Whole Loan delinquent
with respect to the Balloon Payment as to which the related Mortgagor delivered to the Master Servicer or the Special Servicer
(and in either such case the Master Servicer or the Special Servicer, as applicable, shall promptly deliver a copy thereof to
the other servicer), a refinancing commitment acceptable to the Special Servicer prior to the date 60 days after the Balloon
Payment was due, for 120 days beyond the date on which the Balloon Payment was due (or such shorter period beyond the date
on which that Balloon Payment as due during which the refinancing is scheduled to occur);


(b)          there
shall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance
Default) that (i) in the judgment of the






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Master
Servicer or the Special Servicer (in the case of the Special Servicer (A) other than with respect to the Charles River Plaza North
Whole Loan for so long as the holder of the Charles River Plaza North Subordinate Companion Loan is the Charles River Plaza North
Directing Holder or with respect to the WPC Department Store Portfolio Whole Loan (prior to the WPC Department Store Portfolio
Securitization Date), (i) with the consent of the Controlling Class Representative, unless a Control Termination Event has occurred
and is continuing or (ii) if a Control Termination Event has occurred and is continuing, following consultation with the Controlling
Class Representative, unless a Consultation Termination Event has occurred and is continuing, (B) in the case of the Charles River
Plaza North Whole Loan for so long as the holder of the Charles River Plaza North Subordinate Companion Loan is the Charles River
Plaza North Directing Holder, with the consent of the holder of the Charles River Plaza North Subordinate Companion Loan or (C)
in the case of the WPC Department Store Portfolio Whole Loan (prior to the WPC Department Store Portfolio Securitization Date),
with the consent of the WPC Department Store Portfolio Directing Holder, as applicable), materially impairs the value of the related
Mortgaged Property as security for the Mortgage Loan or Serviced Whole Loan or otherwise materially adversely affects the interests
of Certificateholders in the Mortgage Loan (or, in the case of a Serviced Whole Loan, the interests of the Certificateholders
or the related Serviced Companion Loan Holder in such Serviced Whole Loan), and (ii) continues unremedied for the applicable
grace period under the terms of the Mortgage Loan or Serviced Whole Loan (or, if no grace period is specified and the default
is capable of being cured, for 30 days); provided that any default that results in acceleration of the related Mortgage
Loan or Serviced Whole Loan without the application of any grace period under the related Mortgage Loan Documents shall be deemed
not to have a grace period; and provided, further, that any default requiring a Property Advance will be deemed
to materially and adversely affect the interests of the Certificateholders in the Mortgage Loan (or, in the case of any Serviced
Whole Loan, the interests of the Certificateholders or the related Serviced Companion Loan Holder in the Serviced Whole Loan);
or


(c)          the
Master Servicer or the Special Servicer has determined (and, in the case of the Special Servicer (A) other than with respect to
the Charles River Plaza North Whole Loan for so long as the holder of the Charles River Plaza North Subordinate Companion Loan
is the Charles River Plaza North Directing Holder or with respect to the WPC Department Store Portfolio Whole Loan (prior to the
WPC Department Store Portfolio Securitization Date), (i) with the consent of the Controlling Class Representative, unless a Control
Termination Event has occurred and is continuing or (ii) if a Control Termination Event has occurred and is continuing, following
consultation with the Controlling Class Representative, unless a Consultation Termination Event has occurred and is continuing,
(B) in the case of the Charles River Plaza North Whole Loan for so long as the holder of the Charles River Plaza North Companion
Loan is the Charles River Plaza North Directing Holder, with the consent of the holder of the Charles River Plaza North Companion
Loan or (C) in the case of the WPC Department Store Portfolio Whole Loan (prior to the WPC Department Store Portfolio Securitization
Date), with the consent of the WPC Department Store Portfolio Directing Holder), as applicable, that (i) a default (other
than an Acceptable Insurance Default) under the Mortgage Loan or Serviced Whole Loan is reasonably foreseeable, (ii) such
default will materially impair






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


(d)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding
up or liquidation of its affairs, shall have been entered against the related Mortgagor and such decree or order shall have remained
in force and not dismissed for a period of 60 days (or a shorter period if the Master Servicer or the Special Servicer (and,
in the case of the Special Servicer (A) other than with respect to the Charles River Plaza North Whole Loan for so long as the
holder of the Charles River Plaza North Subordinate Companion Loan is the Charles River Plaza North Directing Holder or the WPC
Department Store Portfolio Whole Loan (prior to the WPC Department Store Portfolio Securitization Date), (i) with the consent
of the Controlling Class Representative, unless a Control Termination Event has occurred and is continuing, or (ii) if a Control
Termination Event has occurred and is continuing, following consultation with the Controlling Class Representative, unless a Consultation
Termination Event has occurred and is continuing, (B) in the case of the Charles River Plaza North Whole Loan, for so long as
the holder of the Charles River Plaza North Subordinate Companion Loan is the Charles River Plaza North Directing Holder, with
the consent of the holder of the Charles River Plaza North Subordinate Companion Loan or (C) in the case of the WPC Department
Store Portfolio Whole Loan (prior to the WPC Department Store Portfolio Securitization Date), with the consent of the WPC Department
Store Portfolio Directing Holder) determines in accordance with the Servicing Standard that the circumstances warrant that the
related Mortgage Loan or Serviced Whole Loan (or REO Mortgage Loan or REO Serviced Companion Loan) be transferred to special servicing);
or


(e)          the
related Mortgagor consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially
all of its property; or


(f)           the
related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or






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(g)          the
Master Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect to the related
Mortgaged Property;


provided,
however, that a Mortgage Loan or Serviced Whole Loan will cease to be a Specially Serviced Loan, when a Liquidation Event
has occurred with respect to such Mortgage Loan or Serviced Whole Loan or any related REO Property or, so long as at such time
no circumstance identified in clauses (a) through (g) above exists that would cause the Mortgage Loan or Serviced
Whole Loan to continue to be characterized as a Specially Serviced Loan, when:


(w)         with
respect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive
full and timely Monthly Payments under the terms of such Mortgage Loan or Serviced Whole Loan, as applicable (as such terms may
be changed or modified in connection with a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a
modification, extension, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section
3.24 of this Agreement);


(x)         with
respect to the circumstances described in clauses (c), (d), (e) and (f) of this definition, such
circumstances cease to exist in the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy
or insolvency proceedings described in clauses (d), (e) and (f), no later than the entry of an order
or decree dismissing such proceeding;


(y)          with
respect to the circumstances described in clause (b) of this definition, such default is cured as determined by the
Special Servicer in its reasonable, good faith judgment; and


(z)          with
respect to the circumstances described in clause (g) of this definition, such proceedings are terminated.


The
Special Servicer may conclusively rely on the Master Servicer’s determination and the Master Servicer may conclusively rely
on the Special Servicer’s determination as to whether a Servicing Transfer Event has occurred giving rise to a Mortgage
Loan’s becoming a Specially Serviced Loan. If any Mortgage Loan that is part of a Serviced Whole Loan becomes a Specially
Serviced Loan, then the related Companion Loan shall also become a Specially Serviced Loan. If the Companion Loan that is included
in a Serviced Whole Loan becomes a Specially Serviced Loan, then the related Mortgage Loan that is part of such Whole Loan shall
also become a Specially Serviced Loan.


“Sponsor”:
Each of Column, UBSRES, BSPCC, Bancorp and Bank of New York Mellon and their respective successors-in-interest.


“Startup
Day”: The day designated as such pursuant to Section 2.11(c) of this Agreement.


“Stated
Principal Balance”: With respect to any Mortgage Loan (other than an REO Mortgage Loan), as of any date of determination,
an amount equal to (a) the Cut-Off Date Principal Balance of such Mortgage Loan (or, in the case of a Qualified Substitute
Mortgage






    	-98-



    	 



    

 


Loan,
the unpaid principal balance of such Mortgage Loan as of the date of substitution after application of all scheduled payments
of principal and interest due during or prior to the month of substitution, whether or not received), minus (b) the sum of
(i) the principal portion of each Monthly 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), if received by the Trust or advanced by
the Master Servicer or the Trustee on or prior to the most recent Distribution Date coinciding with or preceding such date of
determination, (ii) all Unscheduled Payments with respect to such Mortgage Loan for a Distribution Date on or before such
date of determination and (iii) any adjustment thereto as a result of a reduction of principal by a bankruptcy court or as
a result of a modification reducing the principal balance due on such Mortgage Loan as of the Determination Date for the most
recent Distribution Date occurring on or before such date of determination. The Stated Principal Balance of a Serviced Companion
Loan (other than an REO Serviced Companion Loan), as of any date of determination, shall equal (a) the principal balance
of such Serviced Companion Loan as of the Cut-Off Date, minus (b) the sum of (i) the principal portion of each Monthly
Payment due on such Serviced Companion Loan after the Cut-Off Date, if received by the related Serviced Companion Loan Holder
on or prior to the most recent Distribution Date coinciding with or preceding such date of determination, (ii) all Unscheduled
Payments with respect to such Serviced Companion Loan for a Distribution Date on or before such date of determination and (iii) any
adjustment thereto as a result of a reduction of principal by a bankruptcy court or as a result of a modification reducing the
principal balance due on such Serviced Companion Loan as of the Determination Date for the most recent Distribution Date occurring
on or before such date of determination. The Stated Principal Balance of a Mortgage Loan with respect to which title to the related
Mortgaged Property has been acquired on behalf of the Trust Fund and/or the related Serviced Companion Loan Holder(s), as applicable,
is equal to the Stated Principal Balance thereof outstanding on the date on which such title is acquired less any Unscheduled
Payments and the principal portion of any P&I Advances with respect to such REO Mortgage Loan or REO Companion Loan for a
Distribution Date on or before such date of determination but after the date on which such title is acquired. The Stated Principal
Balance of a Serviced Companion Loan with respect to which title to the related Mortgaged Property has been acquired on behalf
of the Trust Fund and the related Serviced Companion Loan Holder(s) is equal to the Stated Principal Balance thereof outstanding
on the date on which such title is acquired less any Unscheduled Payments with respect to such Serviced Companion Loan for a Distribution
Date on or before such date of determination but after the date on which such title is acquired. The Stated Principal Balance
of a Serviced Whole Loan (including an REO Whole Loan), as of any date of determination, shall equal the sum of the then-aggregate
Stated Principal Balances of the related Mortgage Loan (including an REO Mortgage Loan) and the related Serviced Companion Loan(s)
(including any REO Serviced Companion Loan(s)). For purposes of this definition, if remittances are made to any Serviced Companion
Loan Holder on any day of the month other than the Distribution Date in such month, then such remittances shall be deemed made
on the Distribution Date in such month. The Stated Principal Balance of any Non-Serviced Mortgage Loan will be calculated in accordance
with the definition of “Stated Principal Balance” in the applicable Other Pooling and Servicing Agreement but shall
also take into account P&I Advances made by the Master Servicer or Trustee in the manner described above. Notwithstanding
the foregoing, the Stated Principal Balance of a Specially Serviced Loan with respect to which the Special Servicer has made a
Final Recovery Determination is zero.






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“Starwood
Capital Extended Stay Portfolio Co-Lender Agreement”: With respect to the Starwood Capital Extended Stay Portfolio Whole
Loan, the co-lender agreement, dated as of August 18, 2015, by and between the holder of the Starwood Capital Extended Stay Portfolio
Mortgage Loan and the Starwood Capital Extended Stay Portfolio Companion Loan Holders, relating to the relative rights of the
holder of the Starwood Capital Extended Stay Portfolio Mortgage Loan and the Starwood Capital Extended Stay Portfolio Companion
Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.


“Starwood
Capital Extended Stay Portfolio Companion Loans”: With respect to the Starwood Capital Extended Stay Portfolio Whole
Loan, the related promissory notes made by the related Mortgagor and secured by the Starwood Capital Extended Stay Portfolio Mortgage
and designated as Note A-1-B, Note A-2 and Note A-3, which notes are not included in the Trust.


“Starwood
Capital Extended Stay Portfolio Companion Loan Holder”: A holder of a Starwood Capital Extended Stay Portfolio Companion
Loan.


“Starwood
Capital Extended Stay Portfolio Mortgage Loan”: With respect to the Starwood Capital Extended Stay Portfolio Whole Loan,
the Mortgage Loan included in the Trust and identified on the Mortgage Loan Schedule as Starwood Capital Extended Stay Portfolio,
which is evidenced by promissory note designated as Note A-1-A.


“Starwood
Capital Extended Stay Portfolio”: 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 Starwood Capital Extended Stay Portfolio Mortgage.
References herein to the Starwood Capital Extended Stay Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness
secured under the Starwood Capital Extended Stay Portfolio Mortgage.


“Sterling
& Milagro Co-Lender Agreement”: With respect to the Sterling & Milagro Whole Loan, the co-lender agreement,
dated as of May 20, 2015, by and between the holder of the Sterling & Milagro Mortgage Loan and the Sterling & Milagro
Companion Loan Holders, relating to the relative rights of the holder of the Sterling & Milagro Mortgage Loan and the Sterling
& Milagro Companion Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.


“Sterling
& Milagro Companion Loan”: With respect to the Sterling & Milagro Whole Loan, the related promissory notes made
by the related Mortgagor and secured by the Sterling & Milagro Mortgage and designated as Note A-1, which note is not included
in the Trust.


“Sterling
& Milagro Companion Loan Holder”: A holder of a Sterling & Milagro Companion Loan.


“Sterling
& Milagro Mortgage”: The Mortgage securing the Sterling & Milagro Mortgage Loan and the Sterling & Milagro
Companion Loan.






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“Sterling
& Milagro Mortgage Loan”: With respect to the Sterling & Milagro Whole Loan, the Mortgage Loan included in the
Trust and identified on the Mortgage Loan Schedule as Sterling & Milagro, which is evidenced by promissory Note A-2. The Sterling
& Milagro Mortgage Loan is a “Non-Serviced Mortgage Loan” and will be serviced pursuant to the CSAIL 2015-C2 Pooling
and Servicing Agreement.


“Sterling
& Milagro Whole Loan”: The Sterling & Milagro Mortgage Loan, together with the Sterling & Milagro Companion
Loan, each of which is secured by the Sterling & Milagro Mortgage. References herein to the Sterling & Milagro Whole Loan
shall be construed to refer to the aggregate indebtedness secured under the Sterling & Milagro Mortgage.


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall or general servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions of the Servicing Criteria with respect to Mortgage Loans under the direction or authority of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee, an Additional Servicer, or a Sub-Servicer.


“Subordinate
Companion Loan”: Each of the Charles River Plaza North Subordinate Companion Loan and the Soho-Tribeca Grand Hotel Portfolio
Subordinate Companion Loan.


“Subordinate
Companion Loan Holder”: The holder of the related Subordinate Companion Loan.


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(a) of this Agreement, 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 deleted 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 or Mortgage Loans being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute
Mortgage Loans.


“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 all or a material portion of
the servicing functions required to be performed by the Master Servicer, the Special Servicer, a Servicing Function Participant
or an Additional Servicer under this Agreement, with respect to some or all of the Mortgage Loans, that are identified in the
Servicing Criteria. As of the Closing Date, the Sub-Servicer(s) set forth on Exhibit S to this Agreement will be the
Sub-Servicer for the related Mortgage Loan(s) set forth on Exhibit S to this Agreement.


“Sub-Servicing
Agreement”: The written contract between the Master Servicer, an Additional Servicer or the Special Servicer, as the
case may be, and any Sub-Servicer relating






    	-101-



    	 



    

 


to
servicing and administration of Mortgage Loans as provided in Section 3.01(c) of this Agreement.


“Successful
Bidder”: As defined in Section 7.01(b) of this Agreement.


“Supplemental
Servicer Schedule”: With respect to the Mortgage Loans to be serviced by the Master Servicer, a list attached hereto
as Exhibit P, which list sets forth the following information with respect to each Mortgage Loan:



 


(i)          the
Mortgagor’s name;


 


(ii)         property
type;


 


(iii)        the
original balance;


 


(iv)        the
origination date;


 


(v)         the
original and remaining amortization term;


 


(vi)        whether
such Mortgage Loan has a guarantor;


 


(vii)       whether
such Mortgage Loan is secured by a letter of credit;


 


(viii)      the
original balance of any reserve or escrowed funds and the monthly amount of any reserve or escrowed funds;


 


(ix)        the
grace period with respect to both default interest and late payment charges;


 


(x)         whether
such Mortgage Loan is insured by RVI, lease enhancement policy or environmental policies;


 


(xi)        whether
an operation and maintenance plan exists and, if so, what repairs are required;


 


(xii)       whether
a cash management agreement or lockbox agreement is in place;


 


(xiii)      the
number of units, pads, rooms or square feet of the Mortgaged Property;


 


(xiv)      the
amount of the Monthly Payment due on the first Due Date following the Closing Date;


 


(xv)       the
interest accrual basis;


 


(xvi)      Administrative
Cost Rate;


 


(xvii)     whether
the Mortgage Loan is secured by a Ground Lease;


 



    	-102-



    	 



    

 


(xviii)     whether
the related Mortgage Loan is a Defeasance Loan; and


 


(xix)       whether
such Mortgage Loan is part of any Serviced Whole Loan, in which case the information required by clauses (xiv), (xv)
and (xvi) above shall also be set forth for the Companion Loan in such Serviced Whole Loan.


Such
list may be in the form of more than one list, collectively setting forth all of the information required.


“Tax
Returns”: The federal income tax return on IRS 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 under the REMIC Provisions, and the federal income tax return
to be filed by the Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under
subpart E, part I of subchapter J of the Code, together with any and all other information, reports or returns that may be required
to be furnished to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable
provisions of federal, state or local tax laws.


“Temporary
Regulation S Global Certificate”: As defined in Section 5.02(c)(i) of this Agreement.


“Terminated
Party”: As defined in Section 7.01(c) of this Agreement.


“Termination
Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01.


“Third
Party Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II
environmental report, seismic report or property condition report, if any.


“Transfer”:
Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.


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


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


“Treasury
Regulations”: Applicable final or temporary regulation of the U.S. Department of the Treasury.


“Trust”:
The trust created by this Agreement.


“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, together with the Mortgage Files relating thereto; (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);






    	-103-



    	 



    

 


(iii) any
REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the related REO Property);
(iv) all revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the
Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the
Trustee’s rights, in each case on behalf of the Trust, under the insurance policies with respect to the Mortgage Loans required
to be maintained pursuant to this Agreement and any proceeds thereof; (vi) the Trustee’s rights on behalf of the Trust
in any Assignment of Leases and any security agreements; (vii) the Trustee’s rights on behalf of the Trust under any
indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate
Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts and Lockbox Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account and the Excess Interest Distribution Account, including any reinvestment
income thereon; (ix) the Trustee’s rights on behalf of the Trust in any environmental indemnity agreements relating
to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements to the extent assigned to
the Trustee pursuant to Section 2.01 of this Agreement; and (xi) the Lower-Tier Regular Interests.


“Trust
Reimbursement Amount”: As defined in Section 3.06A(a) of this Agreement.


“Trust
Reimbursement Amount No. 1”: As defined in Section 3.06(a) of this Agreement.


“Trust
Reimbursement Amount No. 2”: As defined in Section 3.06A(a) of this Agreement.


“Trust
REMIC”: Each of the Lower-Tier REMIC and the Upper-Tier REMIC.


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


“Trustee
Personnel”: The divisions and individuals of the Trustee who are involved in the performance of the duties of the Trustee
under this Agreement.


“Trustee/Certificate
Administrator Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount accrued during the related
Interest Accrual Period at the Trustee/Certificate Administrator Fee Rate on the Stated Principal Balance of such Mortgage Loan
as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall
be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed
due on the related Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the Trustee/Certificate
Administrator Fee shall be payable from the Lower-Tier REMIC.


“Trustee/Certificate
Administrator Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.0032% per annum.






    	-104-



    	 



    

“UBSRES”:
UBS Real Estate Securities Inc., a Delaware corporation, and its successors in interest.


“UBSRES
Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of August 1, 2015, by and between UBSRES and
the Depositor.


“Underwriters”:
Credit Suisse Securities (USA) LLC, UBS Securities LLC and Drexel Hamilton, LLC.


“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 Fund, on the other, as part of a Workout-Delayed Reimbursement Amount
pursuant to subsections (ii) (B) and (C) of Section 3.06(a) of this Agreement but that has not
been recovered from the Mortgagor or otherwise from collections on or the proceeds of the Mortgage Loan or REO Property in respect
of which the Advance was made.


“Unscheduled
Payments”: With respect to any Distribution Date and the Mortgage Loans (including the REO Mortgage Loans and REO Companion
Loans) and the Serviced Companion Loans, as applicable, the aggregate of (a) all principal prepayments received on the Mortgage
Loans (including any Non-Serviced Mortgage Loan, any REO Mortgage Loan, and any interest in REO Property acquired with respect
to any Non-Serviced Whole Loan) or the Serviced Companion Loans, as applicable, during the applicable Prepayment Period and (b) the
principal portions of all Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds (in each case, net of Special Servicing
Fees, Liquidation Fees, accrued interest on Advances and other Additional Trust Fund Expenses incurred in connection with the
related Mortgage Loan) and, if applicable, Net REO Proceeds received with respect to the Mortgage Loans and any REO Properties
(including any interest in REO Property acquired with respect to any Non-Serviced Whole Loan) or the Serviced Companion Loans,
as applicable, during the applicable Prepayment Period, but in each case only to the extent that such principal portion represents
a recovery of principal for which no advance was previously made in respect of a preceding Distribution Date.


“Upper-Tier
Distribution Account”: The trust account or accounts created and maintained as a separate trust account (or separate
sub-account within the same account as the Lower-Tier Distribution Account) or accounts by the Certificate Administrator pursuant
to Section 3.05(b) of this Agreement, which (subject to any changes in the identity of the Trustee or the Certificate Administrator)
shall 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 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2015-C3, Upper-Tier Distribution Account” and which must be an Eligible Account.


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests and amounts held
from time to time in the Upper-Tier Distribution Account.






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“Upper-Tier
Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),
in the Upper-Tier REMIC and evidenced by the Class R Certificates.


“U.S.
Tax Person”: A citizen or resident of the United States, a corporation, 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, 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 as of 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 that is allocated to any Certificate or Class of
Certificates. At all times during the term of this Agreement, the percentage of the Voting Rights assigned to each Class shall
be (a) 0%, in the case of the Class Z and Class R Certificates, (b) 2% in the aggregate to the Class X-A, Class X-B,
Class X-D, Class X-E, Class X-F and Class X-NR Certificates, allocated between such Classes based on their respective interest
entitlements on the most recent prior Distribution Date, and (c) in the case of any of any Class of Principal Balance Certificates,
a percentage equal to the product of (i) 98% multiplied by (ii) a fraction, the numerator of which is equal to the Certificate
Principal Balance of such Class and the denominator of which is equal to the aggregate of the Certificate Principal Balances of
all Classes of Principal Balance Certificates (or, if with respect to a vote of Non-Reduced Certificates, the aggregate of the
Certificate Principal Balances of all Classes of the Non-Reduced Certificates). The Voting Rights of any Class of Certificates
shall be allocated among Holders of Certificates of such Class in proportion to their respective Percentage Interests. The aggregate
Voting Rights of Holders of more than one Class of Certificates shall be equal to the sum of the products of each such Holder’s
Voting Rights and the percentage of Voting Rights allocated to the related Class of Certificates.


“WAC
Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage
Loan Rates in effect for the Mortgage Loans (including the REO Mortgage Loans) as of their respective Due Dates in the month preceding
the month in which such Distribution Date occurs, weighted on the basis of the respective Stated Principal Balances of the Mortgage
Loans (including the REO Mortgage Loans) immediately following the Distribution Date (or, if applicable, the Closing Date) in
such preceding month.


“Westfield
Trumbull Co-Lender Agreement”: With respect to the Westfield Trumbull Whole Loan, the related co-lender agreement, dated
as of March 20, 2015, by and between the holder of the Westfield Trumbull Mortgage Loan and the Westfield Trumbull Companion Loan
Holders, relating to the relative rights of the holder of the Westfield Trumbull Mortgage Loan and the Westfield Trumbull Companion
Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.


“Westfield
Trumbull Companion Loans”: With respect to the Westfield Trumbull Whole Loan, the related promissory notes made by the
related Mortgagor and secured by the


 


    	-106-



    	 



    

 


Westfield
Trumbull Mortgage and designated as (i) in the case of one Westfield Trumbull Companion Loan, A-1 and B-1 and (ii) in the case
of another Westfield Trumbull Companion Loan, A-3 and B-3, which notes are not included in the Trust. Notes A-1, A-2 and A-3 (the
“Westfield Trumbull A Notes”) are senior to Notes B-1, B-2 and B-3 (the “Westfield Trumbull B Notes”).
Each Westfield Trumbull A Note is pro rata and pari passu in right of payment with each other Westfield Trumbull
A Note and each Westfield Trumbull B Note is pro rata and pari passu in right of payment with each other Westfield
Trumbull B Note to the extent set forth in the related Mortgage Loan Documents and as provided in the Westfield Trumbull Co-Lender
Agreement.


“Westfield
Trumbull Companion Loan Holder”: A holder of a Westfield Trumbull Companion Loan.


“Westfield
Trumbull Mortgage”: The Mortgage securing the Westfield Trumbull Mortgage Loan and the Westfield Trumbull Companion
Loans.


“Westfield
Trumbull Mortgage Loan”: With respect to the Westfield Trumbull Whole Loan, the Mortgage Loan included in the Trust
and identified on the Mortgage Loan Schedule as Westfield Trumbull, which is evidenced by promissory notes A-2 and B-2. The Westfield
Trumbull Mortgage Loan is a “Non-Serviced Mortgage Loan” and will be serviced pursuant to the CSAIL 2015-C1 Pooling
and Servicing Agreement.


“Westfield
Trumbull Whole Loan”: The Westfield Trumbull Mortgage Loan, together with the Westfield Trumbull Companion Loans, each
of which is secured by the Westfield Trumbull Mortgage. References herein to the Westfield Trumbull Whole Loan shall be construed
to refer to the aggregate indebtedness secured under the Westfield Trumbull Mortgage.


“Westfield
Wheaton Co-Lender Agreement”: With respect to the Westfield Wheaton Whole Loan, the related amended and restated co-lender
agreement, dated as of May 20, 2015, by and between the holder of the Westfield Wheaton Mortgage Loan and the Westfield Wheaton
Companion Loan Holders, relating to the relative rights of the holder of the Westfield Wheaton Mortgage Loan and the Westfield
Wheaton Companion Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.


“Westfield
Wheaton Companion Loan”: With respect to the Westfield Wheaton Whole Loan, the related promissory notes made by the
related Mortgagor and secured by the Westfield Wheaton Mortgage and designated as (i) in the case of one Westfield Wheaton Companion
Loan, A-1-1 and B-1-1, and (ii) in the case of another Westfield Wheaton Companion Loan, A-3 and B-3, which notes are not included
in the Trust. Notes A-1-1, A-1-2, A-2 and A-3 (the “Westfield Wheaton A Notes”) are senior to Notes B-1-1,
B-1-2, B-2 and B-3 (the “Westfield Wheaton B Notes”). Each Westfield Wheaton A Note is pro rata and
pari passu in right of payment with each other Westfield Wheaton A Note and each Westfield Wheaton B Note is pro rata
and pari passu in right of payment with each other Westfield Wheaton B Note to the extent set forth in the related
Mortgage Loan Documents and as provided in the Westfield Wheaton Co-Lender Agreement.






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“Westfield
Wheaton Companion Loan Holder”: A holder of a Westfield Wheaton Companion Loan.


“Westfield
Wheaton Mortgage”: The Mortgage securing the Westfield Wheaton Mortgage Loan and the Westfield Wheaton Companion Loans.


“Westfield
Wheaton Mortgage Loan”: With respect to the Westfield Wheaton Whole Loan, the Mortgage Loan included in the Trust and
identified on the Mortgage Loan Schedule as Westfield Wheaton, which is evidenced by promissory notes A-1-2, A-2, B-1-2 and B-2.
The Westfield Trumbull Mortgage Loan is a “Non-Serviced Mortgage Loan” and will be serviced pursuant to the CSAIL
2015-C2 Pooling and Servicing Agreement.


“Westfield
Wheaton Whole Loan”: The Westfield Wheaton Mortgage Loan, together with the Westfield Wheaton Companion Loans, each
of which is secured by the Westfield Wheaton Mortgage. References herein to the Westfield Wheaton Whole Loan shall be construed
to refer to the aggregate indebtedness secured under the Westfield Wheaton Mortgage.


“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.


“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”: Each of the Charles River Plaza Whole Loan, the Starwood Capital Extended Stay Portfolio Whole Loan, the Mall
of New Hampshire Whole Loan, the Westfield Wheaton Whole Loan, the Arizona Grand Resort & Spa Whole Loan, the Soho-Tribeca
Grand Hotel Portfolio Whole Loan, the Westfield Trumbull Whole Loan, the WPC Department Store Portfolio Whole Loan, the Sterling
& Milagro Whole Loan and the Cape May Hotels Whole Loan (and shall include any successor REO Mortgage Loan or successor REO
Companion Loan).


“Whole
Loan Control Appraisal Event”: The Charles River Plaza North Control Appraisal Event.


“Whole
Loan Directing Holder”: With respect to the Charles River Plaza North Whole Loan, the Charles River Plaza North Directing
Holder.


“WPC
Department Store Portfolio Co-Lender Agreement”: With respect to the WPC Department Store Portfolio Whole Loan, the
related co-lender agreement, dated as of August 18, 2015, by and between the holder of the WPC Department Store Portfolio Mortgage
Loan and the WPC Department Store Portfolio Companion Loan Holders, relating to the relative rights of the holder of the WPC Department
Store Portfolio Mortgage Loan and the WPC Department Store Portfolio Companion Loan Holders, as the same may be amended from time
to time in accordance with the terms thereof.






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“WPC
Department Store Portfolio Companion Loans”: With respect to the WPC Department Store Portfolio Whole Loan, the related
promissory notes made by the related Mortgagor and secured by the WPC Department Store Portfolio Mortgage and designated as Note
A-2 and Note A-3 and are not included in the Trust.


“WPC
Department Store Portfolio Companion Loan Holder”: A holder of a WPC Department Store Portfolio Companion Loan.


“WPC
Department Store Portfolio Directing Holder”: Initially, the holder of the WPC Department Store Portfolio Companion
Loan designated as Note A-2 and, after the WPC Department Store Portfolio Securitization Date, the “controlling class representative”
or such other party specified in the related Other Pooling and Servicing Agreement.


“WPC
Department Store Portfolio Mortgage”: The Mortgage securing the WPC Department Store Portfolio Mortgage Loan and the
WPC Department Store Portfolio Companion Loans.


“WPC
Department Store Portfolio Mortgage Loan”: With respect to the WPC Department Store Portfolio Whole Loan, the Mortgage
Loan included in the Trust and identified on the Mortgage Loan Schedule as WPC Department Store Portfolio, which is evidenced
by promissory note A-1. From and after the WPC Department Store Portfolio Securitization Date, the WPC Department Store Portfolio
Mortgage Loan will be a “Non-Serviced Mortgage Loan” and will be serviced pursuant to the related Other Pooling and
Servicing Agreement.


“WPC
Department Store Portfolio Securitization Date”: With respect to the WPC Department Store Portfolio Whole Loan, the
date on which the WPC Department Store Portfolio Companion Loan designated as Note A-2 is included in a securitization trust;
provided that the holder of such WPC Department Store Portfolio Companion Loan provides each of the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (in each case only to the extent such party
will not also be a party to the related Non-Trust Pooling and Servicing Agreement) with notice in accordance with the terms of
the related Co-Lender Agreement that the WPC Department Store Portfolio Companion Loan designated as Note A-2 is to be included
in the securitization related to such Other Pooling and Servicing Agreement.


“WPC
Department Store Portfolio Whole Loan”: The WPC Department Store Portfolio Mortgage Loan, together with the WPC Department
Store Portfolio Companion Loans, each of which is secured by the WPC Department Store Portfolio Mortgage. References herein to
the WPC Department Store Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness secured under the WPC
Department Store Portfolio Mortgage.


“Withheld
Amounts”: As defined in Section 3.23 of this Agreement.


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or Serviced Whole Loan, the amount of any Advance made with
respect to such Mortgage Loan or Serviced Whole Loan on or before the date such Mortgage Loan or Serviced Whole Loan becomes (or,
but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Mortgage Loan,
together with (to the extent accrued and






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unpaid) interest
on such Advances, to the extent that (i) such Advance is not reimbursed to the Person who made such Advance on or before
the date, if any, on which such Mortgage Loan or Whole Loan becomes a Corrected Mortgage Loan and (ii) the amount of such
Advance becomes a future obligation of the Mortgagor to pay under the terms of modified Mortgage Loan Documents. That any amount
constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person
hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Mortgage Loan equal to the Workout Fee Rate
applied to each collection of interest (excluding Default Interest and Excess Interest) and principal (other than any amount for
which a Liquidation Fee is paid) received on such Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan;
provided that no Workout Fee shall be payable by the Trust with respect to any Corrected Mortgage Loan if and to the extent
that the Corrected Mortgage Loan became a Specially Serviced Loan under clause (c) of the definition of “Specially
Serviced Loan” (and no other clause thereof) and no mortgage loan event of default actually occurs, unless the related
Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan is modified by the Special Servicer in accordance
with the terms hereof; provided, further, that if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced
Loan only because of an event described in clause (a) of the definition of “Specially Serviced Loan” and
the related collection of principal and interest is received within 90 days following the related maturity date in connection
with the full and final pay-off of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan,
the Special Servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate fees from the related
Mortgagor in connection with such workout; provided, further, that the Workout Fee with respect to any Specially
Serviced Loan that becomes a Corrected Mortgage Loan shall be reduced by any Excess Modification Fees paid by or on behalf of
the related Mortgagor with respect to such Mortgage Loan or Serviced Whole Loan as described in the definition of “Excess
Modification Fees” in this Agreement, but only to the extent those fees have not previously been deducted from a Workout
Fee or Liquidation Fee.


“Workout
Fee Rate”: A rate equal to the lesser of (a) 1.0% with respect to any Corrected Mortgage Loan and (b) such lower
rate as would result in a Workout Fee of $1,000,000 when applied to each expected payment of principal and interest (excluding
Default Interest and Excess Interest) on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if
applicable, from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Mortgage Loan, through
and including the related Maturity Date (or if the rate in clause (a) above would result in a Workout Fee that would
be less than $25,000 when applied to each expected payment of principal and interest (other than Default Interest and Excess Interest)
on the related Mortgage Loan (or Serviced Whole Loan, if applicable) from the date such Mortgage Loan (or Serviced Whole Loan,
if applicable) becomes a Corrected Mortgage Loan through and including the then related maturity date, then the Workout Fee Rate
shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each expected payment
of principal and interest (other than Default Interest and Excess Interest) on such Mortgage Loan (or Serviced Whole Loan, if
applicable) from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Mortgage Loan through
and including the then related maturity date).






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“Yield
Maintenance Charge”: With respect to any Mortgage Loan and Companion Loan, the yield maintenance charge or prepayment
premium, if any, payable under the related Note(s) (in the case of a Mortgage Loan) or the related note(s) in favor of the Companion
Loan Holder (in the case of a Serviced Companion Loan) in connection with certain prepayments.


“YM
Groups”: As defined in Section 4.01(c) of this Agreement.


“YM
Group A”: As defined in Section 4.01(c) of this Agreement.


“YM
Group B”: As defined in Section 4.01(c) of this Agreement.


Section
1.02     Certain Calculations. Unless otherwise specified herein, the following provisions shall
apply:


(a)          All
calculations of interest with respect to the Mortgage Loans shall be made in accordance with the terms of the related Note(s)
and Mortgage.


(b)          For
purposes of distribution of Yield Maintenance Charges pursuant to Section 4.01(c) of this Agreement on any Distribution
Date, the Class of Principal Balance Certificates as to which any prepayment shall be deemed to be distributed shall be determined
on the assumption that the portion of the Principal Distribution Amount paid to the Principal Balance Certificates on such Distribution
Date in respect of principal shall consist first of scheduled payments included in the definition of Principal Distribution Amount
and second of prepayments included in such definition.


(c)          Any
Mortgage Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer, the Special
Servicer or the Certificate Administrator; 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 Section 3.01(b) of this Agreement to reduce the outstanding principal balance of such Mortgage
Loan on which interest accrues.


(d)          All
amounts collected by or on behalf of the Trust in respect of any Mortgage Loan (in the case of any Non-Serviced Mortgage Loan,
subject to any prior allocations under the related Co-Lender Agreement and/or the applicable Other Pooling and Servicing Agreement)
in the form of payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be
allocated to amounts due and owing under the related Mortgage Loan Documents (including for principal and accrued and unpaid interest)
in accordance with the express provisions of the related Mortgage Loan Documents and, if applicable, the related Co-Lender Agreement;
provided, however, that in the absence of such express provisions of the related Mortgage Loan Documents or if and
to the extent that such provisions authorize the mortgagee to use its discretion and in any event for purposes of calculating
distributions hereunder after an event of default under the related Mortgage Loan (to the extent not cured or waived), in each
case only to the extent such amount is an obligation of the related Mortgagor in the related Mortgage Loan Documents, all such
amounts collected shall be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan in the following
order of priority:






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(i)          as
a recovery of any unreimbursed Advances with respect to such Mortgage Loan and unpaid interest on all Advances and, if applicable,
unreimbursed and unpaid Additional Trust Fund Expenses with respect to such Mortgage Loan;


(ii)         as
a recovery of Nonrecoverable Advances and any interest thereon, to the extent previously reimbursed from principal collections
with respect to such Mortgage Loan;


(iii)        to
the extent not previously allocated pursuant to clause (i) above, 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 (A) accrued and unpaid interest
on such Mortgage Loan at the related Mortgage Loan Rate through and including the end of the related Mortgage Loan interest accrual
period in which such collections are received by or on behalf of the Trust, over (B) the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a)
of this Agreement in connection with Appraisal Reduction Amounts (to the extent that collections have not been allocated as
a recovery of accrued and unpaid interest on earlier dates pursuant to clause (v) below);


(iv)        to
the extent not previously allocated pursuant to clause (i) above, 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 or in the case of an ARD Loan after the related Anticipated Repayment Date, as a recovery of principal to
the extent of its entire remaining unpaid principal balance);


(v)         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 theretofore occurred under Section 4.06(a) of
this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not been allocated
as recovery of accrued and unpaid interest on earlier dates pursuant to this clause (v));


(vi)        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;


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


(viii)      as
a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan, but only to the extent collected;


(ix)        as
a recovery of any Default Interest, Excess Interest or late payment charges then due and owing under such Mortgage Loan;


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






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


(xii)       as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;


provided
that, to the extent required under the REMIC Provisions, payments or proceeds received with respect to any partial release
of a Mortgaged Property (including following a condemnation) if, immediately following such release, the loan-to-value ratio of
the related Mortgage Loan or the related Serviced Whole Loan exceeds 125% (based solely on the value of the real property and
excluding personal property and going concern value, if any), must be allocated to reduce the principal balance of the Mortgage
Loan or the related Serviced Whole Loan in the manner permitted by such REMIC Provisions.


(e)         Collections
by or on behalf of the Trust in respect of any REO Property for any REO Mortgage Loan (in the case of a Non-Serviced Mortgage
Loan, subject to any prior allocations under the related Co-Lender Agreement and/or the applicable Other Pooling and Servicing
Agreement) (exclusive of amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and
disposing of such REO Property (and, if applicable, except as expressly set forth in the related Co-Lender Agreement and/or the
related Other Pooling and Servicing Agreement) shall be deemed allocated for purposes of collecting amounts due under the related
REO Mortgage Loan, in each case only to the extent such amount is or was an obligation of the related Mortgagor in the related
Mortgage Loan Documents, in the following order of priority:


 


(i)          as
a recovery of any unreimbursed Advances with respect to the related REO Mortgage Loan and interest on all Advances and, if applicable,
unreimbursed and unpaid Additional Trust Fund Expenses with respect to the related REO Mortgage Loan;


 


(ii)         as
a recovery of Nonrecoverable Advances and any interest thereon, to the extent previously allocated from principal collections
with respect to the related REO Mortgage Loan;


 


(iii)        to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on
the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued
and unpaid interest on the related REO Mortgage Loan at the related Mortgage Loan Rate through and including the end of the related
Mortgage Loan interest accrual period in which such collections are received by or on behalf of the Trust, over (B) the cumulative
amount of the reductions (if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore
occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections
have not been allocated as a recovery of accrued and unpaid interest on earlier dates pursuant to clauses (v) below
or clause (d)(v) above);


 






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(iv)        to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of the related REO Mortgage
Loan to the extent of its entire unpaid principal balance;


 


(v)         as
a recovery of accrued and unpaid interest on such REO Mortgage Loan to the extent of the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred under Section
4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not
theretofore been allocated as a recovery of accrued and unpaid interest on earlier dates pursuant to this clause (v)
or clause (d)(v) above);


 


(vi)        as
a recovery of any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan, but only to the extent collected;


 


(vii)       as
a recovery of any Default Interest, Excess Interest or late payment charges then due and owing under the related REO Mortgage
Loan;


 


(viii)      as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO
Mortgage Loan; and


 


(ix)        as
a recovery of any other amounts then due and owing under the related REO Mortgage Loan (if both Consent Fees and Operating Advisor
Consulting Fees are due and owing, first, allocated to Consent Fees and then, allocated to Operating Advisor Consulting
Fees).


 


(f)          The
applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02
shall be determined by the Master Servicer (for non-Specially Serviced Loans) and the Special Servicer (for Specially Serviced
Loans) in accordance with the Servicing Standard. The applications of amounts received in respect of any Mortgage Loan or any
REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined by the Special Servicer in accordance
with the Servicing Standard.


 


(g)         All
net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Companion Loans or a
Mortgaged Property or REO Property (other than the Trust’s interest in any REO Property acquired with respect to any Non-Serviced
Mortgage Loan) (including for purposes of the definition of “Servicing Standard”) shall be made using the Calculation
Rate.


 


(h)         The
parties hereto acknowledge that any payments, collections and recoveries received by the parties to the applicable Other Pooling
and Servicing Agreement related to a Non-Serviced Mortgage Loan or the applicable beneficial interest in any related REO Property
are required to be allocated by such parties as interest, principal or other amounts in accordance with the terms and conditions
of the related Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement, as applicable, and the related Non-Serviced
Mortgage Loan.







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Section
1.03     Certain Constructions.








 


(a)          For
purposes of this Agreement, references to the most or next most subordinate Class of Certificates outstanding at any time
shall mean the most or next most subordinate Class of Certificates then outstanding as among the Class A, 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; provided, however, that for purposes of determining the most subordinate Class of
Certificates, in the event that the Class A Certificates are the only Classes of Principal Balance Certificates outstanding,
the Class A Certificates and the Class X-A Certificates together will be treated as the most subordinate Class of
Certificates. For purposes of this Agreement, each Class of Regular Certificates shall be deemed to be outstanding only to
the extent its respective Certificate Principal Balance or Notional Amount has not been reduced to zero. For purposes of this
Agreement, the Class R Certificates shall be deemed to be outstanding so long as the Trust REMICs have not been
terminated pursuant to Section 9.01 of this Agreement.


 


(b)          For
purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


(i)           the
terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to
include the other gender;


 


(ii)          references
herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;


 


(iii)         a
reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section
in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(iv)         the
words “herein”, “hereof”, “hereunder”, “hereto”, “hereby” and other
words of similar import refer to this Agreement as a whole and not to any particular provision; and


 


(v)          the
terms “include” or “including” shall mean without limitation by reason of enumeration.


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 to be designated as CSAIL 2015-C3
Commercial Mortgage Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and






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otherwise
convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders
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 2, 3, 4, 5 (other
than Section 5(e) and 5(f)), 6 (other than Section 6(a)(i) and 6(a)(x)) and to the extent related to the foregoing,
7, 11, 12, 13, 14, 16, 17, 18 and 23 of each Loan Purchase Agreement, (iii) the Co-Lender Agreements and (iv) all Escrow
Accounts, Lockbox Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders.
Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than
payments of principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding
any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each Mortgage Loan that
is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement
and each related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby
is absolute and, notwithstanding Section 11.08 of this Agreement, is intended by the parties to constitute a sale.


 


(b)          In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct
each Mortgage Loan Seller (pursuant to the related Loan Purchase Agreement) to deliver to and deposit with the Custodian
(on behalf of the Certificate Administrator), on or before the Closing Date, the Mortgage File for each Mortgage Loan, with copies
to be delivered within five (5) Business Days after the Closing Date, to the Master Servicer (other than with respect to a Non-Serviced
Mortgage Loan) and the Special Servicer; 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. None of the Certificate Administrator, the Trustee, the Custodian, the Master Servicer
or the Special Servicer shall be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the document
delivery requirements of the related Loan Purchase Agreement and this Section 2.01(b). Notwithstanding anything herein
to the contrary, with respect to letters of credit (exclusive of those relating to Non-Serviced Mortgage Loans), the applicable
Mortgage Loan Seller shall deliver to the Master Servicer and the Master Servicer shall hold the original (or copy, if such original
has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect an assignment or amendment of such letter
of credit (changing the beneficiary thereof to the Trust (in care of the Master Servicer) 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) and the applicable Mortgage Loan Seller shall be deemed to have satisfied any delivery
requirements of the related 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 Master Servicer 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). If a letter of credit referred to in
the previous sentence is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the
Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan Documents, the applicable Mortgage Loan
Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if
the related






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Mortgage
Loan Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Master Servicer
within 90 days of the Closing Date; provided that with respect to the WPC Department Store Portfolio Mortgage Loan, no such assignments
shall be made until the earlier of (i) the WPC Department Store Portfolio Securitization Date, in which case such assignments
shall be made in accordance with the related Other Pooling and Servicing Agreement, and (ii) the earlier of (A) 180 days after
the Closing Date and (B) such time as any such letter of credit is required to be drawn upon by the Master Servicer, in which
case such assignments shall be made in favor of the Trustee for the benefit of the Certificateholders and for the benefit of the
holder of the related Companion Loan, until the occurrence of the WPC Department Store Portfolio Securitization Date, as the case
may be. Contemporaneous with the WPC Department Store Portfolio Securitization Date, any such letter of credit shall be assigned
to the related Other Master Servicer or related Other Trustee, as applicable, as provided in the related Other Pooling and Servicing
Agreement. 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 or the Special Servicer, as applicable, 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.


After
the Depositor’s transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall
not take any action inconsistent with the Trust’s ownership of the Mortgage Loans.


(c)          The
Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Loan Purchase Agreement
that it shall record and file, or, in the case of Column, UBSRES, BSPCC, Bancorp and Bank of New York Mellon, shall cause AMO
to record and file, at the related Mortgage Loan Seller’s expense, in the appropriate public office for real property records
or UCC financing statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor
of the Trustee referred to in clause (4) of the definition of “Mortgage File” and each related UCC-3
assignment referred to in clause (15) of the definition of “Mortgage File” and, with respect to any Mortgage
Loan to which the Custodian has agreed to record and file such documents, the Custodian shall promptly undertake to record or
file any such document upon its receipt thereof. This subsection (c) shall not apply to any Non-Serviced Mortgage
Loan because the documents referred to herein have been assigned to the Other Trustee. Notwithstanding the foregoing, in the case
of the WPC Department Store Portfolio Whole Loan (prior to its becoming a Non-Serviced Mortgage Loan), the timing of any recordation
of the documents referred to herein shall be governed by the last paragraph of the definition of “Mortgage File” and,
following the WPC Department Store Portfolio Securitization Date, if such recordation has been effected, such documents shall
be assigned in accordance with the last paragraph of the definition of “Mortgage File”.


The
Depositor hereby represents and warrants that the applicable Mortgage Loan Seller has covenanted in the related Loan Purchase
Agreement as to each Mortgage Loan (exclusive of a Non-Serviced Mortgage Loan), that if it cannot deliver or cause to be delivered
the documents and/or instruments referred to in clauses (2), (3) and (6) (if recorded) and (15) of
the definition of “Mortgage File” solely because of a delay caused by the public recording or






    	-117-



    	 



    

 


filing
office where such document or instrument has been delivered for recordation or filing, as applicable, a copy of the original certified
by the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be
forwarded to the Custodian. Each assignment referred to in the prior paragraph that is recorded and the file copy of each UCC-3
assignment referred to in the previous paragraph shall reflect that it should be returned by the public recording or filing office
to the Custodian or its agent following recording (or, alternatively, to the applicable Mortgage Loan Seller or its designee,
in which case the applicable Mortgage Loan Seller shall deliver or cause the delivery of the recorded/filed original to the Custodian
promptly following receipt); provided that, in those instances where the public recording office retains the original assignment
of Mortgage or assignment of Assignment of Leases, the Custodian shall obtain therefrom a certified copy of the recorded original.
On a monthly basis, at the expense of the applicable Mortgage Loan Seller, the Custodian shall forward to the Master Servicer
a copy of each of the aforementioned assignments following the Custodian’s receipt thereof.


If
the Custodian has received written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled,
as the case may be, because of a defect therein, then the Custodian shall direct the applicable Mortgage Loan Seller (pursuant
to the Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect,
as the case may be, and the Mortgage Loan Seller shall record or file, or cause AMO to record or file, or with respect to any
assignments the Custodian has agreed to file as described above, to deliver to the Custodian the substitute or corrected document.
The Custodian shall upon receipt from the applicable Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate.


(d)          In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, except with respect to
Non-Serviced Mortgage Loans, the Depositor shall direct the applicable Mortgage Loan Seller (pursuant to the related Loan Purchase
Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the Master Servicer within five (5) Business
Days after the Closing Date, (i) all documents and records not otherwise required to be contained in the Mortgage File that
(A) relate to the origination and/or servicing and administration of the Mortgage Loans or any related Serviced Companion
Loan, (B) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loans (including any asset
summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates)
and the Serviced Companion Loans or for evidencing or enforcing any of the rights of the holder of the Mortgage Loans and the
Serviced Companion Loans or holders of interests therein and (C) are in the possession or under the control of the applicable
Mortgage Loan Seller, together with (ii) all unapplied Escrow Payments and reserve funds in the possession or under the control
of the applicable Mortgage Loan Seller that relate to such Mortgage Loans or any related Serviced Companion Loans, provided
that copies of any document in the Mortgage File and any other document, record or item referred to above in this sentence
that constitutes a Designated Servicing Document shall be delivered to the Master Servicer on or before the Closing Date; provided,
further, that the applicable Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other
communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations.
In addition, attached as Exhibit P to this Agreement is the Supplemental Servicer Schedule. The Master Servicer shall
hold all such






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documents,
records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate
to the Serviced Companion Loan, on behalf of and for the benefit of the applicable Companion Loan Holder).


(e)          In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver, and
hereby represents and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date,
a fully executed original counterpart of each Loan Purchase Agreement, as in full force and effect, without amendment or modification,
on the Closing Date.


(f)          The
Custodian with respect to the Serviced Whole Loans, shall also hold the related Mortgage File for the use and benefit of the Companion
Loan Holders.


(g)          The
parties to this Agreement acknowledge and agree, with respect to each Mortgage Loan that is part of a Serviced Whole Loan and
each Non-Serviced Mortgage Loan, that the Trust assumes the obligations and rights of the holder of such Mortgage Loan under the
respective Co-Lender Agreement and any applicable Other Pooling and Servicing Agreement.


(h)          It
is not intended that this Agreement create a partnership or a joint-stock association.


(i)          With
respect to the Mortgage Loans secured by the Mortgaged Properties identified as Starwood Capital Extended Stay Portfolio, Hampton
Inn – Point Loma, Hilton Arden West, Holiday Inn Express, Renaissance Casa de Palmas, Wyndham Deerfield Beach Resort, Staybridge
Suites Brandywine, Country Inn & Suites Baltimore North and Best Western Plus at the Falls on the Mortgage Loan Schedule,
which are each subject to one or more franchise agreements, each 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 in the related Loan Purchase Agreement 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).


Section
2.02     Acceptance by the Trustee, the Custodian and the Certificate Administrator.


(a)          The
Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its behalf,
of (i) the Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all
other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares
that it or the Custodian on its behalf holds and will hold such documents and any other documents subsequently received by it
that constitute portions of the Mortgage Files, and that the Custodian on behalf of the Trustee holds and will hold the Mortgage






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Loans
and such other assets, together with any other assets subsequently delivered to it that are to be included in the Trust Fund,
in trust for the exclusive use and benefit of all present and future Certificateholders and, if applicable, the Companion Loan
Holders pursuant to Section 2.01(f) of this Agreement. With respect to each Serviced Whole Loan, the Custodian shall also
hold the portion of such Mortgage File that relates to the Companion Loan in such Serviced Whole Loan in trust for the use and
benefit of the related Companion Loan Holder. In connection with the foregoing, the Custodian hereby certifies to each of the
other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser that, as to each Mortgage
Loan, (i) all documents specified in clause (l) of the definition of “Mortgage File” are in
its possession or the possession of the Custodian on its behalf, and (ii) the original Note(s) (or, if accompanied by a lost
note affidavit, the copy of such Note(s)) received by it or the Custodian with respect to such Mortgage Loan has been reviewed
by it or by the Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections
shall not constitute irregularities if initialed by the Mortgagor), (B) appears to have been executed (where appropriate) and
(C) purports to relate to such Mortgage Loan.


(b)          On
or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th
day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing
Date, (ii) the day on which all material exceptions have been removed and (iii) the day on which the applicable Mortgage
Loan Seller has repurchased or substituted for the last affected Mortgage Loan), the Custodian shall review the documents delivered
to it with respect to each Mortgage Loan, and the Custodian shall, subject to Section 2.01(c), Section 2.02(c) and
Section 2.02(d) of this Agreement and the terms of the respective Loan Purchase Agreements, certify in writing (substantially
in the form of Exhibit N to this Agreement) to each of the other parties hereto, the applicable Mortgage Loan
Seller, each Underwriter and each Initial Purchaser (and upon request, in the case of a Serviced Whole Loan, to the related Companion
Loan Holder) that, as to each Mortgage Loan then subject to this Agreement (except as specifically identified in any exception
report annexed to such certification, which exception report (and any updates thereto) shall also be electronically delivered
in Excel-compatible format): (i) all documents specified in clauses (1), (2), (3), (4) (other
than with respect to a Non-Serviced Mortgage Loan), (5), (7), (15) and (20) (for any Mortgage
Loan that is part of a Whole Loan) of the definition of “Mortgage File” are in its possession or the related Mortgage
Loan Seller has otherwise satisfied the delivery requirements in accordance with the related Loan Purchase Agreement; (ii) the
recordation/filing contemplated by Section 2.01(c) of this Agreement has been completed (based solely on receipt by
the Custodian of the particular recorded/filed documents); (iii) all documents received by it or the Custodian with respect
to such Mortgage Loan have been reviewed by it or the Custodian on its behalf and (A) appear regular on their face (handwritten
additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have
been executed (where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations
referred to in Section 2.02(a) of this Agreement and this Section 2.02(b) and only as to the foregoing documents
(together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the information set forth in the
Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition of
“Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File. With respect to the items
listed in clauses (2), (3), (4) and (6) of the definition of “Mortgage File” if the
original of such document is not in the Custodian’s possession because it has not






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been
returned from the applicable recording office, then the Custodian’s certification prepared pursuant to this Section 2.02(b)
should indicate the absence of such original. If the Custodian’s obligation to deliver the certifications contemplated
in this subsection terminates because two years have elapsed since the Closing Date, the Custodian shall deliver a comparable
certification to any party hereto, the related Companion Loan Holder and any Underwriter and any Initial Purchaser on request.


(c)          It
is acknowledged that none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian
is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers
relating to the Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient
or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, none
of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian shall have any responsibility
for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording
of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted
in any applicable jurisdiction.


(d)          It
is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents
specified in clauses (1), (2), (3), (4) (other than with respect to a Non-Serviced Mortgage Loan),
(5), (7), (15) and (20) (for any Mortgage Loan that is part of a Whole Loan) of the definition of
“Mortgage File” have been received, appear regular on their face and such additional information as will be necessary
for delivering the certifications required by Section 2.02(a) and 2.02(b) of this Agreement.


(e)          If,
after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage File
or Servicing File for any Mortgage Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to the
Master Servicer (if it constitutes part of the Servicing File).


Section
2.03     Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document
Defects in Mortgage Files and Breaches of Representations and Warranties.


(a)          If
(i) any party hereto (A) discovers or receives notice alleging that any document constituting a part of a Mortgage File has not
been properly executed, is missing, contains information that does not conform in any material respect with the corresponding
information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “Document
Defect”), or (B) discovers or receives notice alleging a breach of any representation or warranty of the applicable
Mortgage Loan Seller made pursuant to Section 6(c) of the related Loan Purchase Agreement with respect to any Mortgage
Loan (a “Breach”), or (ii) the Special Servicer or the Depositor receives a Repurchase Communication of a request
or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand,
a “Repurchase Request”), then such Person shall give prompt written notice thereof to the applicable Mortgage
Loan Seller, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event),






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the
other parties hereto, any related Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has
not previously been delivered to such Persons pursuant to this sentence). If any such Document Defect or Breach materially and
adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially
and adversely affect, the value of the related Mortgage Loan (or any related REO Property) or the interests of the Certificateholders
therein or causes any Mortgage Loan to fail to be a Qualified Mortgage, (then such Document Defect shall constitute a “Material
Document Defect” or such Breach shall constitute a “Material Breach”), as the case may be. The Special
Servicer shall determine in its reasonable, good faith discretion and in accordance with the Servicing Standard, with respect
to any affected Mortgage Loan or REO Mortgage Loan, whether a Document Defect is a Material Document Defect or a Breach is a Material
Breach. If such Document Defect or Breach has been determined to be a Material Document Defect or Material Breach, then the Special
Servicer shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the other parties hereto and the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event). Promptly upon becoming aware
of any Material Document Defect or Material Breach (including through a written notice given by the Master Servicer or the Special
Servicer, as provided above), the Master Servicer, if relating to a Non-Specially Serviced Loan, or the Special Servicer, if relating
to a Specially Serviced Loan, shall require the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the
applicable Mortgage Loan Seller’s discovery or receipt of notice of, and receipt of a demand to take action with respect
to, such Material Document Defect or Material Breach, as the case may be (or, in the case of a Material Document Defect or Material
Breach relating to a Mortgage Loan not being a Qualified Mortgage, not later than 90 days from any party discovering such Material
Document Defect or Material Breach), to cure the same in all material respects (which cure shall include payment of losses and
any Additional Trust Fund Expenses associated therewith) or, if such Material Document Defect or Material Breach, as the
case may be, cannot be cured within such 90 day period, either to (before the end of such 90 day period) (i) repurchase the affected
Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Mortgage Loan that is part
of a Whole Loan) at the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account or
(ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (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, all in conformity with the applicable Loan Purchase
Agreement and this Agreement; provided, however, that if (i) such Material Document Defect or Material Breach
is capable of being cured but not within such 90 day period, (ii) such Material Document Defect or Material Breach is
not related to any Mortgage Loan’s not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has
commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach within such 90 day period,
then such Mortgage Loan Seller shall have an additional 90 days to complete such cure or, in the event of a failure to so cure,
to complete such repurchase or substitution (it being understood and agreed that, in connection with such Mortgage Loan Seller’s
receiving such additional 90 day period, such Mortgage Loan Seller shall deliver an Officer’s Certificate to the Trustee,
the Master Servicer, the Special Servicer and the Certificate Administrator setting forth the reasons such Material Document Defect
or





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Material
Breach is not capable of being cured within the initial 90 day period and what actions such Mortgage Loan Seller is pursuing in
connection with the cure thereof and stating that such Mortgage Loan Seller anticipates that such Material Document Defect or
Material Breach will be cured within such additional 90 day period); and provided, further, that, if any such Material
Document Defect is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure
of such Mortgage Loan Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue
to defer its cure, repurchase and substitution obligations in respect of such Document Defect so long as such Mortgage Loan Seller
certifies to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator every 30 days thereafter
that the Document Defect is still in effect solely because of its failure to have received the recorded document and that such
Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such
deferral of cure, repurchase or substitution may continue beyond the date that is 18 months following the Closing Date. If the
affected Mortgage Loan is to be repurchased, the Master Servicer shall designate the Collection Account as the account to which
funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master
Servicer shall designate the Collection Account as the account to which funds in the amount of the Substitution Shortfall Amount
are to be wired. Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis. Monthly
Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution,
and Monthly 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. Monthly 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 Monthly 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 to the Mortgage Loan Seller
effecting the related repurchase or substitution promptly following receipt.


If
the Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice
has been previously received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase
Request Withdrawal”), such party shall give written notice of such Repurchase Request Withdrawal to the applicable Mortgage
Loan Seller, the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event), any Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has
not previously been delivered to such Persons pursuant to this sentence). If the Special Servicer receives a Repurchase Communication
that any Mortgage Loan that was subject of a Repurchase Request has been repurchased or replaced (a “Repurchase”),
or that such Repurchase Request has been rejected (a “Repurchase Request Rejection”), then the Special Servicer
shall (in accordance with the following paragraph) give written notice of such Repurchase or Repurchase Request Rejection to the
Depositor, the applicable Mortgage Loan Seller unless it is the entity that has repurchased or replaced the






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subject
Mortgage Loan or rejected such Repurchase Request, and unless it is the party that notified the Special Servicer thereof, the
Certificate Administrator and the Trustee.


Each
notice of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given
by a party pursuant to this Section 2.03(a) (each, a “15Ga-1 Notice”) shall be given no later than ten (10)
Business Days after receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase
or Repurchase Request Rejection, as applicable, and shall include (i) the identity of the related Mortgage Loan, (ii) the
date that the Repurchase Communication regarding the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase
Request Rejection was received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase
Request) and (iv) in the case of 15Ga-1 Notices provided by the Special Servicer with respect to a Repurchase Request, a
statement as to whether the Special Servicer currently plans to pursue such Repurchase Request.


If
the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor or the Custodian receives a Repurchase
Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection, then such
party shall promptly forward such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase
or Repurchase Request Rejection to the Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) and, with respect
to any Mortgage Loan, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative,
and include the following statement in the related correspondence: “This is a Repurchase Communication regarding [a “Repurchase
Request”] [a “Repurchase Request Withdrawal”] [a “Repurchase”] [a “Repurchase Request Rejection”]
under Section 2.03(a) of the Pooling and Servicing Agreement relating to the CSAIL 2015-C3 Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2015-C3, requiring action by you as the recipient of such [Repurchase Request] [Repurchase
Request Withdrawal] [Repurchase] [Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase Communication
of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer pursuant
to the foregoing provisions of this paragraph, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication
of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, and the Special Servicer
shall comply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect to such
Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.


No
Person that is required to provide a 15Ga-1 Notice pursuant to this Section 2.03(a) (a “15Ga-1 Notice Provider”)
shall be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product
doctrines. Each Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.03(a)
is so provided only to assist the related Mortgage Loan Seller, the Depositor and their respective Affiliates to comply with
Rule 15Ga-1, 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 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(a)
by a 15Ga-1 Notice Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver or defense to






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the
exercise of any legal right the 15Ga-1 Notice Provider may have with respect to the related Loan Purchase Agreement, including
with respect to any Repurchase Request that is the subject of a 15Ga-1 Notice.


On
or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of each Loan Purchase Agreement, which the
Master Servicer shall provide to each Sub-Servicer.


With
respect to each Non-Serviced Mortgage Loan, the parties to this Agreement agree that if a “material document defect”
exists with respect to the related Non-Serviced Companion Loan under the Other Pooling and Servicing Agreement that governs servicing
of the related Whole Loan and the related Mortgage Loan Seller (or other responsible repurchasing entity) repurchases such related
Companion Loan pursuant to or as contemplated by such Other Pooling and Servicing Agreement, then such Mortgage Loan Seller shall
also repurchase such Non-Serviced Mortgage Loan; provided, however, that such repurchase obligation does not apply
to any “material document defect” related solely to the promissory note for such Companion Loan.


(b)          Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver the documents
referred to in clauses (1), (2), (7), (8), (18) and (19) in the definition of “Mortgage
File” in accordance with this Agreement and the applicable Loan Purchase Agreement for any Mortgage Loan shall be deemed
a Material Document Defect; provided, however, that no Document Defect (except a deemed Material Document Defect
described above) shall be considered to be a Material Document Defect unless the document with respect to which the Document Defect
exists is required in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage
Loan, defending any claim asserted by any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity
or priority of any lien on any collateral securing the Mortgage Loan or for any immediate significant servicing obligation.


(c)          In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan pursuant to 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 them of a receipt executed by the applicable Mortgage
Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including,
without limitation, the Servicing File), and all escrows and reserve funds, pertaining to such Mortgage Loan possessed by it,
and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate
to the applicable Mortgage Loan Seller or its designee in the same manner, but only if the respective documents have been previously
assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and
forms pursuant to which such documents were previously assigned to the Trustee or as otherwise reasonably requested to effect
the retransfer and reconveyance of the Mortgage Loan and the security thereof to the Mortgage Loan Seller or its designee; provided
that such tender by the Trustee and the Custodian shall be conditioned upon its receipt (and such receipt shall be deemed
to be the Master Servicer’s direction to the Trustee and the Custodian to so tender) from






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the
Master Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase
or substitution have been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare,
execute and deliver in its own name, on behalf of the Certificateholders and the Trustee or any of them, the endorsements and
assignments contemplated by this Section 2.03(c), and such other instruments as may be necessary or appropriate to transfer
title to an REO Property (including with respect to a Non-Serviced Mortgage Loan) in connection with the repurchase of, or substitution
for, an REO Mortgage Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit the Master Servicer
to do so; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney
by the Master Servicer or any of its agents or subcontractors.


(d)         The
related Loan Purchase Agreement provides the sole remedies available to the Certificateholders, or the Certificate Administrator
or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan.


Section
2.04          Representations and Warranties of the Depositor.


 


(a)         The
Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the
Serviced Companion Loan Holders, and to the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator,
as of the Closing Date, that:


 


(i)          The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and
is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property
or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse
effect on the consummation of any transactions contemplated by this Agreement); 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; the Depositor has duly authorized
the execution, delivery and performance of this Agreement, and has duly executed and delivered 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)       Neither
the execution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions hereof,
nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in
a breach of, or constitute a default under, the certificate of incorporation or by-laws of the Depositor or, after giving effect
to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions
of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any of the
provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result
in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such
indenture, agreement or other instrument or (B) require any consent of, notice to, or filing with any person, entity or governmental
body, which has not been obtained or made by the Depositor, except where, in any of the instances contemplated by clause (A)
above or this clause (B), the failure to do so will not have a material and adverse effect on the consummation of any
transactions contemplated by this Agreement;


 


(iv)       There
is no litigation, charge, investigation, 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 the outcome of which could
be reasonably expected to 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;


 


(v)        The
Depositor is not transferring the Mortgage Loans to the Trustee with any intent to hinder, delay or defraud its present or future
creditors;


 


(vi)       No
proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;


 


(vii)      Immediately
prior to the transfer of the Mortgage Loans to the Trustee for the benefit of the Certificateholders pursuant to this Agreement,
the Depositor had such right, title and interest in and to each Mortgage Loan as was transferred to it by the related Mortgage
Loan Seller pursuant to the related Loan Purchase Agreement;


 


(viii)     The
Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans (as such was transferred to it
by the Mortgage Loan Sellers pursuant to the Loan Purchase Agreements) to any Person other than the Trustee; and


 


(ix)       The
Depositor is transferring all of its right, title and interest in and to the Mortgage Loans (as such was transferred to it by
the Mortgage Loan Sellers pursuant to the Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders free
and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor.


 


(b)        The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate


 






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Administrator
(or upon written notice thereof from any Certificateholder or any Companion Loan Holder), without implying any duty of any party
to investigate or discover, of a breach of any of the representations and warranties set forth in this Section which materially
and adversely affects the interests of the Certificateholders or any Companion Loan Holder, the Master Servicer, the Special Servicer
or the Trustee in any Mortgage Loan or Whole Loan, the party discovering such breach shall give prompt written notice to the other
parties hereto, each Certifying Certificateholder, the Companion Loan Holders and, prior to the occurrence and continuance of
a Consultation Termination Event, the Controlling Class Representative.


Section
2.05     Representations, Warranties and Covenants of the Master Servicer.


 


(a)        The
Master Servicer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and
the Serviced Companion Loan Holders, and to the Depositor, the Special Servicer, the Operating Advisor and the Certificate Administrator,
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 the jurisdiction in which each 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 violate the Master Servicer’s organizational documents or constitute a default (or an event
that, 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 that is applicable to it or any of its assets, in each case, which does
or 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;


 


(iii)       The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as 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 Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other
laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law,;


 






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(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 do 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 Master Servicer’s
good faith and reasonable judgment, is likely to affect materially and adversely 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 that 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 either the ability of the Master Servicer to perform its obligations under this Agreement
or the financial condition of the Master Servicer;


 


(vii)       Each
officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans
and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by
Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance
with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)      No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are
not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Master Servicer’s subsequent performance of this Agreement.


 


(b)         The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this
Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee
or the Certificate Administrator, without imposing any duty on any party to investigate (or upon written notice thereof from any
Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth
in this Section which materially and adversely affects the interests of the Certificateholders or any Serviced Companion Loan
Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole Loan, the party discovering
such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder and the Serviced Companion
Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 






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Section
2.06     Representations, Warranties and Covenants of the Special Servicer.


 


(a)          The
Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the
Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor and the Master Servicer, the Operating
Advisor and the Certificate Administrator, as of the Closing Date, that:


 


(i)           The
Special Servicer is duly organized, validly existing and in good standing as a limited liability company under the laws of Delaware,
and the Special Servicer is in compliance with the laws of the jurisdiction in which each 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, operating agreement or by–laws
or (B) constitute a default (or an event that, 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 that is applicable to it or any
of its assets, in each case, which does or 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;


 


(iii)        The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as 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 Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and
other laws affecting the enforcement of creditors’ (including bank 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 do 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 Special Servicer’s
good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 






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(vi)        No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under
this Agreement or the financial condition of the Special Servicer;


 


(vii)       Each
officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer
pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of
Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage
required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage
in compliance with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)      No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are
not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Special Servicer’s subsequent performance of this Agreement.


 


(b)         The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this
Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee
or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of
a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests
of the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any
Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying
Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination
Event, the Controlling Class Representative.


 


Section
2.07     Representations and Warranties of the Trustee.


 


(a)          The
Trustee hereby represents and warrants for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and
to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator, 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; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits,


 






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franchise
and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)        the
execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will
not violate the Trustee’s articles of association or by laws or shareholders’ resolutions 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 contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or
any of its assets;


 


(iii)       except
to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or
separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement,
the Trustee has the full power and authority to enter into and consummate the 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 the other parties hereto, constitutes a valid and binding obligation
of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited
by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting
the rights of creditors generally 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 the execution and delivery of this Agreement by the Trustee and its performance and compliance
with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order,
law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction,
which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations
of the Trustee or might have consequences that would materially affect the performance of its duties hereunder or thereunder;


 


(vi)       no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such
approval has been obtained prior to the Closing Date; and


 


(vii)      no
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit its
entering into or materially and adversely affect its ability to perform its obligations under this Agreement.


 


(b)        The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate


 





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Administrator,
without imposing any duty on any party to investigate (or upon written notice thereof from any Certificateholder or any Companion
Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely
affects the interests of the Certificateholders or any Companion Loan Holder, the Master Servicer, the Special Servicer or the
Trustee in any Mortgage Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to the
other parties hereto, each Certifying Certificateholder, the Companion Loan Holders and, prior to the occurrence and continuance
of a Consultation Termination Event, the Controlling Class Representative.


 


Section
2.08     Representations and Warranties of the Certificate Administrator.


 


(a)          The
Certificate Administrator hereby represents and warrants for the benefit of the Certificateholders and the Serviced Companion
Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Trustee, as of the
Closing Date, that:


 


(i)          The
Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority,
power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations
under this Agreement;


 


(ii)         the
execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of
this Agreement will not violate the Certificate Administrator’s articles of association or by laws or shareholders’
resolutions 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 contract, agreement or other instrument to which the Certificate Administrator is a party
or which may be applicable to the Certificate Administrator or any of its assets;


 


(iii)        the
Certificate Administrator has the full power and authority to enter into and consummate the 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 the other parties hereto, constitutes a valid and binding obligation
of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating
to or affecting the rights of creditors generally 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 the execution and delivery of this Agreement by the Certificate Administrator
and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order
or decree of any court or any order, law or regulation of any federal, state,


 






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municipal
or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that
would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or might
have consequences that would materially affect the performance of its duties hereunder or thereunder;


 


(vi)         no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or
if required, such approval has been obtained prior to the Closing Date; and


 


(vii)        no
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator, without imposing any duty on any party to investigate (or upon written notice thereof from any Certificateholder
or any Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially
and adversely affects the interests of the Certificateholders or any Companion Loan Holder, the Master Servicer, the Special Servicer
or the Certificate Administrator in any Mortgage Loan or Serviced Whole Loan, the party discovering such breach shall give prompt
written notice to the other parties hereto, each Certifying Certificateholder, the Companion Loan Holders and, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section
2.09     Representations, Warranties and Covenants of the Operating Advisor.


 


(a)          The
Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator,
as of the Closing Date, that:


 


(i)          The
Operating Advisor is duly organized, validly existing and in good standing as a limited liability company under the laws of the
State of Delaware, and the Operating Advisor is in compliance with the laws of the jurisdiction in which each 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 violate the Operating Advisor’s organizational documents or constitute a default (or an
event that, 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


 






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a
party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect
the ability of the Operating Advisor to perform its obligations under this Agreement;


 


(iii)        The
Operating Advisor 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 Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, 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 do 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 Operating
Advisor’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Operating
Advisor to perform its obligations under this Agreement;


 


(vi)        No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor that
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


 


(vii)       No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Operating Advisor 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 Closing Date, and
which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations
hereunder.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the
representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders
or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole
Loan, the party discovering such breach shall give prompt written notice to the


 





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other
parties hereto, each Certifying Certificateholder, the Companion Loan Holders and, prior to the occurrence and continuance of
a Consultation Termination Event, the Controlling Class Representative.


 


Section
2.10     Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests.


 


(a)          The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian
(to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions
of Section 2.01 and Section 2.02 of this Agreement and, concurrently with such delivery, (i) the Trustee acknowledges
and hereby declares that it holds the Mortgage Loans (excluding Excess Interest) for the benefit of the Holders of the Class R
Certificates (in respect of the Lower-Tier Residual Interest) and the Lower-Tier REMIC, (ii) the Certificate Administrator
acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest in exchange for the assets
of the Lower-Tier REMIC, (iii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular
Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, and the
Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Certificates (other than the Class
Z Certificates) and the Upper-Tier REMIC, and (iv) the Certificate Administrator acknowledges that it has executed and caused
to be authenticated and delivered to and upon the order of the Depositor, (A) in exchange for the assets of the Upper-Tier
REMIC, the Regular Certificates and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (B) the
Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the
names set forth in such order and duly authenticated by the Certificate Administrator.


 


(b)          The
Trustee acknowledges the assignment of the Excess Interest to the Grantor Trust. The Certificate Administrator acknowledges that
it has executed and caused to be authenticated and delivered to and upon the order of the Depositor the Class Z Certificates in
exchange for the Excess Interest. Accordingly, the Class Z Certificates are hereby designated as undivided beneficial interests
in the portion of the Trust Fund consisting of Excess Interest and the Excess Interest Distribution Account and proceeds thereof,
which portions shall be treated as part of a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.


 


Section
2.11     Miscellaneous REMIC and Grantor Trust Provisions.


 


(a)          The
Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-SB, Class LA-S, Class LB, Class LC,
Class LD, Class LE, Class LF and Class LNR Interests are hereby designated as “regular interests”
in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by
the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within
the meaning of Code Section 860G(a)(2).


 


(b)          The
Regular Certificates are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code
Section 860G(a)(1), and the Upper-Tier


 





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Residual
Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests”
in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2).


 


(c)          The
Closing Date is hereby designated as the “Startup Day” of the Lower-Tier REMIC and the Upper-Tier REMIC. The
“latest possible maturity date” for purposes of Code Section 860G(a)(1) of the Lower-Tier Regular Interests and
the Regular Certificates is the Rated Final Distribution Date.


 


(d)          None
of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator
shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically
contemplated herein.


 


(e)          The
Class Z Certificates shall represent undivided beneficial interests in its corresponding portion of the Trust Fund consisting
of the Class Z Specific Grantor Trust Assets, which will be treated as part of a “grantor trust” within the meaning
of subpart E, part I of subchapter J of the Code.


 


ARTICLE
III



ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS


Section
3.01          Master Servicer to Act as Master Servicer; Administration of the
Mortgage Loans; Sub-Servicing Agreements; Non-Serviced Mortgage Loans.




 


(a)          The
Master Servicer (with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant
to the applicable Other Pooling and Servicing Agreement) that are not Specially Serviced Loans) and the Special Servicer (with
respect to the Specially Serviced Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other
than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement)
and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with
respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related Serviced Companion Loan Holder(s)
as a collective whole as if such Certificateholders and Serviced Companion Loan Holder(s) constituted a single lender, subject
to the terms and conditions of the Co-Lender Agreements) as determined in the good faith and reasonable judgment of the Master
Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the
express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loans and, in the case of the Serviced Whole
Loans, the related Co-Lender Agreements; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To
the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender
Agreement or mezzanine loan intercreditor agreement, the Master Servicer and the Special Servicer shall seek to maximize the timely
and complete recovery of principal and interest, on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced
Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority,


 





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acting
alone or, in the case of the Master Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01
and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing
and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with
the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related
Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan,
the related Serviced Companion Loan Holder(s) constituted a single lender, subject to the terms and conditions of the Co-Lender
Agreements), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute
and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator
and the Custodian or any of them: (i) any and all financing statements, continuation statements and other documents or instruments
necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Section 3.08, 3.09,
3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents
contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect
to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute
and/or defend any action, suit or proceeding of any kind filed in the name of the Trust Fund acting by or through the Master Servicer
or the Special Servicer, as applicable, in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i)
of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify,
amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances
described in Section 3.08, 3.09, 3.10 and 3.24 of this Agreement or in Section 3.03 of this
Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Companion Loans in accordance with applicable law and the terms hereof, the related Mortgage Loan Documents
and the Co-Lender Agreements and shall provide to the Mortgagors any reports required to be provided to them thereby.


 


Subject
to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute
and deliver to the Master Servicer or Special Servicer any powers of attorney substantially in the form of Exhibit AA-1
to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master
Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special
Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared
by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the
Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything
contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Sub-Servicer shall, 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 Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement
of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required
by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five
(5) Business Days’ written


 





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notice
to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in
the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior
to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master
Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the
intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer,
the Special Servicer and any Sub-Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred
by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special
Servicer or its agents or subcontractors, as applicable.


 


(b)          Unless
otherwise provided in the related Mortgage Loan Documents, the Master Servicer shall apply any partial principal prepayment received
on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan on a date other than a Due Date, to
the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal
prepayment. Unless otherwise provided in the related Mortgage Loan Documents, the Master Servicer shall apply any amounts received
on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other
securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the Master
Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant
to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately
following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Mortgage 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 the case may be, shall not apply such amounts as prepayment, and instead
shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence
of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be
used, if permitted under the related Mortgage Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or,
upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole
Loan).


 


(c)          The
Master Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its obligations hereunder, provided
that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall
be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such
agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer
shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify
the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document
Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase
or a Repurchase Request Rejection, (v) 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


 





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Servicer,
such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party and (vi) the
Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Sub-Servicing Agreement may permit
the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such
agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the
servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement (and any assignment thereof) to the
Trustee. Any Sub-Servicing Agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee,
if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to
the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to
Section 7.02. The Special Servicer may not enter into Sub-Servicing Agreements; provided that, if and to the extent
Rialto Capital Advisors, LLC or its successor-in-interest is terminated as Special Servicer by the Controlling Class Representative
without cause (i.e., not as a result of a Servicer Termination Event) and Rialto Capital Advisors, LLC or its successor-in-interest
otherwise satisfies all of the eligibility requirements applicable to special servicers contained in this Agreement, Rialto Capital
Advisors, LLC or its successor-in-interest may be appointed as a sub-special servicer of a successor Special Servicer appointed
by the Controlling Class Representative, subject to the consent of the Controlling Class Representative.


 


Any
Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loans involving
a Sub-Servicer, shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate
Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto
and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in
Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify
any such Sub-Servicer. 


 


(d)          If
the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02,
the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable,
to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as
applicable, succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into
by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master
Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities
or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the
Master Servicer as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned
to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved
of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the Trustee or the
successor Master Servicer, as applicable.


 


In
the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request
of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause
to be


 





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delivered
to the Trustee or such successor Master Servicer all documents and records relating to any Sub-Servicing Agreement and the Mortgage
Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its
reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor
Master Servicer, as applicable.


 


(e)          The
parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement
and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion
Loan Holder, including: (i) with respect to the allocation of collections on or in respect of such Whole Loan, and the making
of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder(s); (ii) the right
of any related Subordinate Companion Loan Holder to purchase the related Mortgage Loan; (iii) with respect to the allocation of
expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion
Loan Holders; (iv) the right of any related Subordinate Companion Loan Holder to cure certain defaults; (v) any and all consent,
appointment and approval rights of any related Subordinate Companion Loan Holder prior to a Whole Loan Control Appraisal Event
(if applicable, as further set forth in the terms and provisions of the related Co-Lender Agreement); (vi) the consultation
rights of the related Companion Loan Holder or its Companion Loan Holder Representative; and (vii) the right of any related Subordinate
Companion Loan Holder to post collateral to offset any Appraisal Reduction Amount with respect to the related Whole Loan. With
respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the
Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been
converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements
and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; and (ii) perform
all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed
by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth herein. All provisions
required to be included herein by the related Co-Lender Agreement are deemed included and shall be enforceable to the same extent
as if set forth herein. In the event of any conflict between this Agreement and a Co-Lender Agreement, the terms of such Co-Lender
Agreement shall control with respect to the related Serviced Whole Loan.


 


(f)          Notwithstanding
anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I
Advance on any Companion Loan and (b) if the Mortgage Loan (or the related REO Property) that is part of a Serviced
Whole Loan is no longer part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have any
obligation to make any Property Advance on such Serviced Whole Loan. If pursuant to the foregoing sentence, the Master Servicer
or the Trustee does not intend to make a Property Advance with respect to a Serviced Whole Loan that the Master Servicer or the
Trustee would have made if the related Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer or
the Trustee, as the case may be, shall promptly notify the holder of the related Companion Loan of its intention to no longer
make such Property Advances and shall additionally promptly notify such holder of any required Property Advance it would have
otherwise made upon becoming aware of the need for such Property Advance. Additionally, at


 





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the
time the Mortgage Loan relating to a Serviced Whole Loan is removed from the Trust Fund, the Master Servicer or the Trustee, as
the case may be, shall deliver to the related Companion Loan Holder (or the master servicer of any securitization of the related
Companion Loan) (i) a copy of the most recent inspection report and the inspection report for the prior calendar year,
(ii) copies of all financial statements collected from the related Mortgagor for the most recent calendar year and the prior
calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy
of all tax and insurance bills for the current calendar year and the prior calendar year.


 


(g)          With
respect to the Mortgage Loans set forth on Exhibit HH, to the extent required under any Mortgage Loan Documents, the Master
Servicer shall, on behalf of the related lender, maintain a Note register for the related Mortgage Loan in accordance with such
Mortgage Loan Documents.


 


(h)          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 each Non-Serviced Mortgage Loan and each Non-Serviced Companion Loan related to the Non-Serviced Mortgage Loans are limited
by and subject to the terms of each Co-Lender Agreement and this Agreement and the rights of an Other Master Servicer and an Other
Special Servicer with respect thereto under the applicable Other Pooling and Servicing Agreement. The parties further recognize
the respective rights and obligations of an Other Trustee and/or the related Companion Loan Holders (or the representatives thereof)
under each respective Co-Lender Agreement including with respect to (i) the allocation of collections on or in respect of
a Non-Serviced Whole Loan in accordance with the related Co-Lender Agreement, (ii) the purchase of a Non-Serviced Whole Loan
or related Non-Serviced Mortgage Loan by the related Non-Serviced Companion Loan Holder or their designees in accordance with
the respective Co-Lender Agreement to the extent provided therein and (iii) any cure rights that a Non-Serviced Companion
Loan Holder may exercise, if applicable, in accordance with the related Co-Lender Agreement. The Trustee shall cooperate with
the Master Servicer in connection with the enforcement of the rights by the Trustee on behalf of the Trust (as holder of each
Non-Serviced Mortgage Loan) under each related Co-Lender Agreement and each applicable Other Pooling and Servicing Agreement.
The Master Servicer (with the cooperation of and under the power of attorney granted by, the Trustee) shall take such actions
as it shall deem reasonably necessary to facilitate the servicing of each Non-Serviced Companion Loan by the related Other Master
Servicer and the related Other Special Servicer, including, but not limited to, delivering appropriate requests for release to
the custodian (if any) in order to deliver any portion of the related Mortgage Files to the related Other Master Servicer or Other
Special Servicer under the applicable Other Pooling and Servicing Agreement.


To
the extent that the Trust, as holder of a Non-Serviced Mortgage Loan for the benefit of the Certificateholders, is entitled to
consult regarding, to consent to or approve any modification, waiver or amendment of, or other loan level action related to, such
Non-Serviced Mortgage Loan, such consultation, consent or approval rights shall be exercised by the Controlling Class Representative
or Operating Advisor, as applicable, as provided in Section 3.01(j) and Section 3.24(i), subject to the consent
and/or consultation rights any other applicable Person, as provided in such Sections.


 



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In addition to such consultation,
consent or approval rights, the Controlling Class Representative (if no Control Termination Event has occurred and is continuing)
and the Operating Advisor (if a Control Termination Event has occurred and is continuing), on behalf of the Trust, as holder of
a Non-Serviced Mortgage Loan for the benefit of the Certificateholders, will have the right (exercisable in its sole discretion),
to the extent provided in the related Co-Lender Agreement and/or the applicable Other Pooling and Servicing Agreement, to attend
(in-person or telephonically) annual meetings with the related Other Master Servicer or Other Special Servicer, as applicable,
upon reasonable notice and at times reasonably acceptable to the related Other Master Servicer or Other Special Servicer, as applicable,
for the purpose of discussing servicing issues related to the Non-Serviced Mortgage Loan.


 


None of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee shall have any obligation or authority
to supervise any Other Master Servicer, any Other Special Servicer, any Other Operating Advisor, any Other Certificate Administrator,
any Other Trustee or any other party to the applicable Other Pooling and Servicing Agreement or to make Property Advances with
respect to any of the Non-Serviced Mortgage Loans or a Non-Serviced Companion Loan related to the Non-Serviced Mortgage Loans.
The obligation of the Master Servicer and the Special Servicer to provide information to the Certificate Administrator, the Trustee
or any other Person with respect to each Non-Serviced Mortgage Loan and any Non-Serviced Companion Loan related to each Non-Serviced
Mortgage Loan is dependent on their receipt of the corresponding information from an Other Master Servicer or an Other Special
Servicer, as applicable.


 


(i)          The
parties hereto acknowledge that each Non-Serviced Whole Loan is subject to the terms and conditions of the respective Co-Lender
Agreement and further acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the related Non-Serviced Mortgage Loan
and Non-Serviced Companion Loan are to be serviced and administered by an Other Master Servicer and Other Special Servicer in accordance
with the applicable Other Pooling and Servicing Agreement, and (ii) in the event that the applicable Non-Serviced Companion Loan
is no longer part of the trust fund created by the applicable Other Pooling and Servicing Agreement and the related Non-Serviced
Mortgage Loan remains an asset of the Trust Fund, then, as set forth in the related Co-Lender Agreement, the related Whole Loan
shall be serviced in accordance with the applicable provisions of the applicable Other Pooling and Servicing Agreement as if such
agreement was still in full force and effect with respect to the related Whole Loan, until such time as a new servicing agreement
has been agreed to by the parties to the related Co-Lender 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 and any other requirements applicable to the
related Non-Serviced Mortgage Loan.


 


(j)          The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Co-Lender
Agreement. The parties hereto recognize the respective rights and obligations of the “Initial Note Holders” and “Note
Holders” under the Co-Lender Agreements for such Non-Serviced Mortgage Loans, including with respect to the allocation of
collections and losses on or in respect of such Non-Serviced Mortgage Loans and the related Non-Serviced Companion Loans and the
making of payments to the “Initial Note


 



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Holders” and “Note Holders” in accordance with each such Co-Lender
Agreement and the Other Pooling and Servicing Agreement. The parties hereto further acknowledge that, pursuant to the related Co-Lender
Agreement(s), each Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan are to be serviced and administered by
the related Other Master Servicer and the related Other Special Servicer in accordance with the related Other Pooling and Servicing
Agreement. Although each Non-Serviced Mortgage Loan is not serviced and administered hereunder, the Master Servicer and the Special
Servicer hereunder for each such Non-Serviced Mortgage Loan shall have certain duties as set forth herein and shall constitute
the “Master Servicer” and “Special Servicer” hereunder with respect to each such Non-Serviced Mortgage
Loan.


 


If there are at any time
amounts due from the Trust, as holder of each Non-Serviced Mortgage Loan, to any party under the related Co-Lender Agreement or
the applicable Other Pooling and Servicing Agreement, the Master Servicer shall pay such amounts out of the Collection Account.
If a party to the applicable Other Pooling and Servicing Agreement related to a Non-Serviced Mortgage Loan requests the Master
Servicer, Special Servicer, Trustee, Certificate Administrator or Custodian to consult regarding, consent to or approve a modification,
waiver or amendment of, or other loan-level action related to, such Non-Serviced Mortgage Loan (and a modification, waiver or amendment
of the applicable Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement shall not be subject to the operation
of this sentence but shall instead be subject to the operation of the second succeeding sentence), then the Master Servicer shall
promptly forward any such request it receives to the Special Servicer and the Special Servicer shall promptly deliver a copy of
such request it receives (from the Master Servicer or directly from a party to the applicable Other Pooling and Servicing Agreement)
to the Controlling Class Representative (with respect to any consent rights, if no Control Termination Event has occurred and is
continuing, and with respect to any consultation rights, if no Consultation Termination Event has occurred) or the Operating Advisor
(with respect to any consultation
rights, if a Consultation Termination Event has occurred), and the Controlling Class Representative or Operating Advisor (as applicable)
shall exercise such right of consultation or consent, as applicable, as provided in Section 3.24(i); provided, however,
that (i) insofar as any other Person (including without limitation the Controlling Class Representative or the Operating Advisor)
would have consent and/or consultation rights hereunder with respect to a similar modification, waiver or amendment of, or other
loan level action related to, a Mortgage Loan that is a Serviced Mortgage Loan, such Person shall likewise have the same consent
and/or consultation rights, subject to the same procedures, conditions and/or restrictions, with respect to such modification,
waiver or amendment of, or other loan level action related to, such Non-Serviced Mortgage Loan as set forth in this Agreement and
(ii) if such Non-Serviced Mortgage Loan were serviced hereunder and such action would not be permitted without Rating Agency Confirmation,
then the Controlling Class Representative shall not exercise such right of consent without first having received such Rating Agency
Confirmation (payable at the expense of the party requesting such approval, if a Certificateholder or a party to this Agreement,
otherwise from the Collection Account). If a Responsible Officer of the Trustee receives actual notice of a “servicer termination
event” under the applicable Other Pooling and Servicing Agreement, then the Trustee shall notify the Master Servicer, the
Special Servicer and the Controlling Class Representative (in writing), and the Master Servicer and the Special Servicer shall
act in


 



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accordance with the
instructions of (prior to the occurrence of a Control Termination Event) the Controlling Class Representative in accordance
with the applicable Other Pooling and Servicing Agreement with respect to such termination event (provided that the Master
Servicer and the Special Servicer shall only be required to comply with such instructions if such instructions are in
accordance with the applicable Other Pooling and Servicing Agreement and not inconsistent with this Agreement); provided
that, if such instructions are not provided within a reasonable time period (not to exceed ten (10) Business Days or such
lesser response time as is afforded under the applicable Other Pooling and Servicing Agreement) or if the Master Servicer is
not permitted by the applicable Other Pooling and Servicing Agreement to follow such instructions or if a Control Termination
Event has occurred, then the Master Servicer shall take such action or inaction (to the extent permitted by the applicable
Other Pooling and Servicing Agreement), as directed in writing by the Holders of the Certificates entitled to a majority of
the Voting Rights (such direction communicated to the Master Servicer by the Certificate Administrator upon receipt) within a
reasonable period of time that does not exceed such response time as is afforded under the applicable Other Pooling and
Servicing Agreement. If the Trustee receives a request from any party to the applicable Other Pooling and Servicing Agreement
for consent to or approval of a modification, waiver or amendment of the applicable Other Pooling and Servicing Agreement
and/or the related Co-Lender Agreement, or the adoption of any servicing agreement that is the successor to and/or in
replacement of the applicable Other Pooling and Servicing Agreement in effect as of the Closing Date or a change in servicer
under the applicable Other Pooling and Servicing Agreement, then the Trustee (if it shall have received a prior Rating Agency
Confirmation from each Rating Agency (at the expense of the party requesting such approval of the Trustee, if a
Certificateholder or a party to this Agreement, otherwise from the Collection Account) with respect to such consent or
approval) shall grant or withhold such consent or approval at the written direction of the Other Master Servicer or Other Special Servicer under the related Other Pooling and Servicing Agreement; provided that unless a Control Termination Event has occurred and is
continuing, the Other Master Servicer or Other Special Servicer, as applicable, shall provide such written direction only with the consent of the Controlling Class Representative, and the written direction shall only be valid upon receipt of such consent.  The Trustee shall be entitled to rely without investigation on the written direction it receives from the Other Master Servicer or the Other Special Servicer, as applicable. Prior to granting or withholding any such consent, the Trustee shall not take any action and shall not be
liable for failing to take any action except upon obtaining such consent and direction. During the continuation of any
termination event under the applicable Other Pooling and Servicing Agreement, each of the Trustee, the Master Servicer and
the Special Servicer shall have the right (but not the obligation) to take all actions to enforce its rights and remedies and
to protect the interests, and enforce the rights and remedies, of the Trust (including the institution and prosecution of all
judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). The
reasonable costs and expenses incurred by the Master Servicer, Special Servicer or the Trustee in connection with such
enforcement shall be paid by the Master Servicer out of the Collection Account. The Trustee, the Special Servicer and the Master Servicer shall
each promptly forward all material notices or other communications delivered to it in connection with the applicable Other
Pooling and Servicing Agreement to the other such party, the Depositor and (prior to the occurrence of a Consultation
Termination Event) the Controlling Class Representative and, if such notice or communication is in the nature of a notice or
communication that would be required to be delivered to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5
Information Provider’s Website in accordance with Section 11.13) if the related Non-Serviced Mortgage Loan
were a Mortgage Loan that is serviced and administered under this Agreement,


 



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to the Rule 17g-5 Information Provider (who shall promptly
post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 11.13). Any obligation
of the Master Servicer or Special Servicer, as applicable, to provide information and collections to the Trustee, the Certificate
Administrator, the Controlling Class Representative and the Certificateholders with respect to any Non-Serviced Mortgage Loan shall
be dependent on its receipt of the corresponding information and collections from the applicable Other Master Servicer or the applicable
Other Special Servicer. Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall
reasonably cooperate with the Controlling Class Representative or the Operating Advisor, as applicable, to facilitate the exercise
by the Controlling Class Representative or the Operating Advisor, as applicable, of any consent, approval or consultation rights
set forth in this Section 3.01(j); provided, however, the Trustee, the Certificate Administrator, the Master Servicer
and Special Servicer shall have no right or obligation to exercise any consent or consultation rights or obtain a Rating Agency
Confirmation on behalf of the Controlling Class Representative.


 


(k)          With
respect to each Non-Serviced Mortgage Loan, the parties to this Agreement agree as follows:


 


(i)           pursuant
to the applicable Other Pooling and Servicing Agreement, the related Other Master Servicer is obligated to make “Property
Advances” and incur “Additional Trust Fund Expenses” (or such other similar term, each as defined in the applicable
Other Pooling and Servicing Agreement) with respect to each Non-Serviced Mortgage Loan; the Trust shall be responsible for its
pro rata share of any “Nonrecoverable Servicing Advances” (and accrued and unpaid interest thereon) and any
“Additional Trust Fund Expenses” (but not any interest on “P&I Advances”) (each as defined in the applicable
Other Pooling and Servicing Agreement), but only to the extent that they relate to servicing and administration of a Non-Serviced
Mortgage Loan, including without limitation, any unpaid “Special Servicing Fees”, “Liquidation Fees” and
“Workout Fees” (each as defined in the applicable Other Pooling and Servicing Agreement) relating to a Non-Serviced
Mortgage Loan; and in the event that the funds received with respect to each Non-Serviced Whole Loan are insufficient to cover
“Property Advances” or “Additional Trust Fund Expenses” (each as defined in the applicable Other Pooling
and Servicing Agreement), (i) the Master Servicer shall, promptly following notice from the Other Master Servicer or the Other
Special Servicer, pay or reimburse the Other Master Servicer, the Other Special Servicer, the Other Certificate Administrator or
an Other Trustee, as applicable (such reimbursement, to the extent owed to an Other Special Servicer, an Other Certificate Administrator
or an Other Trustee, may be paid by the Master Servicer to an Other Master Servicer, who shall pay such amounts to an Other Special
Servicer, an Other Certificate Administrator or an Other Trustee, as applicable), out of general funds in the Collection Account
for the Trust’s pro rata share of any such “Nonrecoverable Servicing Advances” (together with advance
interest thereon) and/or “Additional Trust Fund Expenses”), and (ii) if the applicable Other Pooling and Servicing
Agreement permits the Other Master Servicer, the Other Special Servicer, the Other Certificate Administrator or the Other Trustee
to reimburse itself from the Other Securitization Trust’s general collections, then the parties to this Agreement hereby
acknowledge and agree that the Other Master Servicer, the Other Special Servicer, the Other Certificate Administrator or the Other
Trustee, as


 



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applicable, may do so and the Master Servicer shall be required to, promptly following notice from the Other Master
Servicer, the Other Special Servicer or the Other Trustee, reimburse the Other Securitization Trust out of general funds in the
Collection Account for the Trust’s pro rata share of any such “Nonrecoverable Servicing Advances” (together
with advance interest thereon) and/or “Additional Trust Fund Expenses” (each as defined in the applicable Other Pooling
and Servicing Agreement);


 


(ii)          each
Other Securitization Trust and each of the parties to the applicable Other Pooling and Servicing Agreement shall be indemnified
with respect to losses, costs and expenses relating to the Non-Serviced Mortgage Loans as and to the same extent the Other Trust
is required to indemnify each of such Persons in respect of other mortgage loans in the Other Trust pursuant to the terms of Other
Pooling and Servicing Agreement by the Trust to the extent of the Trust’s pro rata share 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 each Non-Serviced Mortgage Loan and the related Mortgaged Property under
the related Other Pooling and Servicing Agreement, and to the extent amounts on deposit in the “Serviced Whole Loan Custodial
Account” (or such other similar term, as defined in the applicable Other Pooling and Servicing Agreement) are insufficient
for reimbursement of such amounts, the Master Servicer shall, promptly following notice from the related Other Master Servicer,
reimburse each of such applicable Persons for the Trust’s pro rata share of the insufficiency out of general funds
in the Collection Account;


 


(iii)         in
the event of a conflict between the provisions of this Agreement and the related Co-Lender Agreement, the related Co-Lender Agreement
shall prevail; 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 Co-Lender Agreement, that would cause the Master Servicer
or the Special Servicer, as applicable, to violate the Servicing Standard or REMIC provisions;


 


(iv)         any
provisions required to be included herein pursuant to the related Co-Lender Agreement are deemed included and shall be enforceable
to the same extent as if set forth herein; and


 


(v)          the
Other Master Servicer, the Other Special Servicer, the Other Trustee and the Other Securitization Trust shall be third party beneficiaries
of this Section 3.01(k).


 


Section
3.02     Liability of the Master Servicer. Notwithstanding any Sub-Servicing Agreement, any
of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and any Person acting
as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer
or otherwise, the Master Servicer shall remain obligated and primarily liable for the servicing and administering of the
Mortgage Loans (other than with respect to the primary servicing of any Non-Serviced Mortgage Loans) and the Serviced
Companion Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by
virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from any Person


 



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acting as
Sub-Servicer (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans (other than with respect to the primary servicing of any
Non-Serviced Mortgage Loans) and the Serviced Companion Loans. The Master Servicer shall be entitled to enter into an
agreement with any Sub-Servicer providing for indemnification of the Master Servicer by such Sub-Servicer, and nothing
contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for
indemnification shall be deemed to limit or modify this Agreement.


 


Section 3.03     Collection
of Certain Mortgage Loan Payments.


 


(a)          The
Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans),
as applicable, shall use commercially reasonable efforts in accordance with the Servicing Standard to collect all payments called
for under the terms and provisions of the Mortgage Loans (excluding the Non-Serviced Mortgage Loans) (and the Serviced Companion
Loans) it is obligated to service hereunder (including Special Servicing Fees (in the case of the Special Servicer only), Workout
Fees, Liquidation Fees (in the case of the Special Servicer only) and any other fees payable to the Master Servicer or the Special
Servicer if and to the extent the related Mortgage Loan Documents require the related Mortgagor to pay such fees), and shall follow
the Servicing Standard with respect to such collection procedures; provided that with respect to each ARD Loan, so long
as the related Mortgagor is in compliance with each provision of the related 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 ARD Loan or until the outstanding principal
balance of such ARD Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided,
further, that, with respect to any ARD Loan, the Master Servicer or Special Servicer, as the case may be, may take action
to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan
Documents. For clarification, no obligation of the Master Servicer or the Special Servicer to use commercially reasonable efforts
to collect fees from the related Mortgagor will change the obligation of the Master Servicer to pay such fees from general collections
or other proceeds in accordance with Section 3.06(a) and 3.06A as applicable, of this Agreement, whether or not such
Special Servicing Fees, Workout Fees or Liquidation Fees are collected from or paid by the related Mortgagor. The Master Servicer,
with respect to the Mortgage Loans (other than Non-Serviced Mortgage Loans) other than Specially Serviced Loans, and Special Servicer,
with respect to the Specially Serviced Loans, shall use its reasonable efforts to collect operating statements, rent rolls and
other reporting information from Mortgagors (as required under the related Mortgage Loan Documents). Consistent with the foregoing,
the Master Servicer (with respect to non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans),
as applicable, may in its discretion waive any Penalty Charges in connection with any delinquent Monthly Payment with respect to
any Mortgage Loan or Companion Loan. In addition, the Master Servicer shall be entitled to take such actions with respect to the
collection of payments on the Mortgage Loans and the Serviced Companion Loans as are permitted or required under this Section
3.03.


 



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(b)          In
the event that the Master Servicer or the Special Servicer receives Excess Interest and is aware that it has received Excess Interest
on or prior to the Determination Date for any Distribution Date, or receives notice from the related Mortgagor that the Master
Servicer or the Special Servicer will be receiving Excess Interest on or prior to the Determination Date for any Distribution Date,
the Master Servicer or the Special Servicer, as the case may be, shall notify the Certificate Administrator no later than two Business
Days prior to such 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. The preceding statements shall not, however, be construed to limit the provisions of Section 3.03(a) of this
Agreement.


 


(c)          The
Certificate Administrator shall deliver to the related Other Depositor, the related Other Trustee, the related Other Certificate
Administrator, the related Other Special Servicer, the related Other Master Servicer and the related Other Operating Advisor (A)
promptly following the Closing Date written notice in the form of Exhibit EE attached hereto stating that, as of the Closing
Date (or, in the case of the WPC Department Store Portfolio Mortgage Loan, as applicable, promptly upon the Certificate Administrator’s
receipt of notice of the WPC Department Store Portfolio Securitization Date), the Trust is the holder of such Non-Serviced Mortgage
Loan and directing each such recipient 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
Co-Lender Agreement and the applicable Other Pooling and Servicing Agreement (which notice shall also provide contact information
for the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the party designated to exercise
the rights of the “Non-Controlling Note Holder” under each Co-Lender Agreement), accompanied by a statement that a
copy of an executed version of this Agreement is available upon request, and (B) notice of any subsequent change in the identity
of the Master Servicer or the party designated to exercise the rights of the “Non-Controlling Note Holder” under each
Co-Lender Agreement (together with the relevant contact information). 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 each Non-Serviced
Mortgage Loan, the Mortgaged Property related to each Non-Serviced Mortgage Loan or any related REO Property.


 


(d)          With
respect to each Non-Serviced Mortgage Loan, if the Master Servicer does not receive from the related Other Master Servicer any
Monthly Payment or other amounts known by the Master Servicer to be owing on a Non-Serviced Mortgage Loan in accordance with the
terms of the applicable Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer
shall provide notice of such failure to the related Other Master Servicer, the related Other Trustee and the related Other Certificate
Administrator.


 


Section 3.04     Collection
of Taxes, Assessments and Similar Items; Escrow Accounts.


 


(a)          With
respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, the
Master Servicer shall


 



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maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes,
assessments, ground rents and other similar items that are or may become a lien on the related Mortgaged Property and the status
of insurance premiums payable with respect thereto. From time to time, to the extent such payments are to be made from escrowed
funds, the Master Servicer shall (i) obtain all bills for the payment of such items (including renewal premiums), and (ii) effect
payment of all such bills with respect to such Mortgaged Properties prior to the applicable penalty or termination date, in each
case employing for such purpose Escrow Payments as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan. With respect to non-escrowed payments, when the Master Servicer becomes aware in accordance
with the Servicing Standard that a Mortgagor (other than with respect to a Non-Serviced Mortgage Loan) has failed to make any such
payment or, with respect to escrowed loans, collections from the Mortgagor are insufficient to pay any such item before the applicable
penalty or termination date, the Master Servicer shall advance the amount of any shortfall as a Property Advance unless the Master
Servicer determines in accordance with the Servicing Standard that such Advance would be a Nonrecoverable Advance. Notwithstanding
anything in this Agreement to the contrary, the Master Servicer may in accordance with the Servicing Standard elect (but is not
required) to make (and in the case of a Specially Serviced Loan, at the direction of the Special Servicer will be required to make)
a payment from amounts on deposit in the Collection Account that would otherwise be a Property Advance with respect to a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) notwithstanding that the Master Servicer or the Special Servicer has determined
that such a Property Advance would, if advanced, be a Nonrecoverable Property Advance, if making the payment 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 would remediate any
adverse environmental condition or circumstance at the related Mortgaged Property, if, in each instance, the Master Servicer or
the Special Servicer, as applicable, determines in accordance with the Servicing Standard that making the payment is in the best
interest of the Certificateholders and any related Serviced Companion Loan Holder(s) (as a collective whole as if the Certificateholders
and/or the related Serviced Companion Loan Holder(s) constituted a single lender) (and with respect to the Charles River Plaza
North Whole Loan, taking into account the subordinate nature of the Charles River Plaza North Subordinate Companion Loan). If the
Special Servicer makes such a determination, it shall notify the Master Servicer and the Master Servicer shall make such payment
from the Collection Account. No costs incurred by the Master Servicer in effecting the payment of taxes and assessments on the
Mortgaged Properties shall, for the purpose of calculating distributions to Certificateholders, be added to the amount owing under
the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.


 


(b)          The
Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced Whole Loan
constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one
or more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments shall be deposited
within two (2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit into each applicable
Escrow Account any amounts representing losses on Permitted Investments to the extent required by Section 3.07(b) of this
Agreement and any Insurance Proceeds or Condemnation Proceeds which are required to be


 



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applied to the restoration or repair of
any Mortgaged Property pursuant to the related Mortgage Loan. Escrow Accounts shall be Eligible Accounts (except to the extent
the related Mortgage Loan requires or permits it to be held in an account that is not an Eligible Account) and shall be entitled,
“Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank,
National Association, as Trustee for the benefit of the registered Holders of CSAIL 2015-C3 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2015-C3, any related Companion Loan Holders, and Various Mortgagors.” Withdrawals
from an Escrow Account may be made by the Master Servicer only:


 


(i)           to
effect timely payments of items constituting Escrow Payments for the related Mortgage Loan Documents and in accordance with the
terms of the related Mortgage Loan or Serviced Whole Loan, as applicable;


 


(ii)          to
transfer funds to the Collection Account and/or the applicable Serviced Whole Loan Custodial Account to reimburse the Master Servicer,
the Special Servicer or the Trustee, as applicable, for any Property Advance (with interest thereon at the Advance Rate) relating
to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable,
which represent late collections of Escrow Payments thereunder;


 


(iii)         for
application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan or Serviced
Whole Loan, as applicable, and the Servicing Standard;


 


(iv)         to
clear and terminate such Escrow Account upon the termination of this Agreement;


 


(v)          to
pay from time to time to the related Mortgagor (a) any interest or investment income earned on funds deposited in the Escrow Account
if such income is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan or Serviced Whole
Loan, as applicable, or otherwise to the Master Servicer and (b) any other funds required to be released to the related Mortgagors
pursuant to the related Mortgage Loan Documents; and


 


(vi)         to
remove any funds deposited in an Escrow Account that were not required to be deposited therein.


 


In the event any Mortgage
Loan Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash reserves to prepay the
related Mortgage Loan prior to the Maturity Date and in the absence of an event of default or acceleration of the Mortgage Loan,
then the Master Servicer shall hold such amounts in an Escrow Account for so long as the Mortgage Loan Documents permit such discretion.


 


(c)          [Reserved.]


 


(d)          To
the extent that (i) an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan, or (ii) any repairs, capital improvements, actions or


 



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remediations are required to have been taken or completed pursuant to the terms of the Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan, the Master Servicer shall determine in accordance with the Servicing Standard (which determination
may be made on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to require a physical inspection
other than inspections described in Section 3.18 of this Agreement; provided that all deliveries required to be made
to Master Servicer under the related Mortgage Loan Documents of supporting documentation have been made; then the Master Servicer
shall report the then-current status as a failure) whether the related Mortgagor has failed to perform such obligations under the
related Mortgage Loan or Serviced Whole Loan as of the date required under the related Mortgage Loan or Serviced Whole Loan and
report any such failure to the Special Servicer, the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative within a reasonable time after the date as of which such actions or remediations
are required to be or to have been taken or completed.


 


Section 3.05     Collection
Account; Distribution Accounts; Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account.


 


(a)          The
Master Servicer shall establish and maintain the Collection Account in the Master Servicer’s name on behalf of the Trustee,
for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests. The Collection Account
shall be established and maintained as an Eligible Account. As and when required under this Agreement, the Master Servicer shall
transfer to the Collection Account any amounts to be transferred thereto from a Serviced Whole Loan Custodial Account as contemplated
by Section 3.06A(a)(i) of this Agreement. In addition, the Master Servicer shall deposit or cause to be deposited in the
Collection Account within two (2) Business Days following receipt of properly identified funds the following payments and collections
received or made by it on or with respect to the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan):


 


(i)           all
payments on account of principal on such Mortgage Loans, including the principal component of Unscheduled Payments;


 


(ii)          all
payments on account of interest on such Mortgage Loans (including Excess Interest);


 


(iii)         all
Yield Maintenance Charges on such Mortgage Loans;


 


(iv)         any
amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on
Permitted Investments with respect to funds held in the Collection Account;


 


(v)          all
Net REO Proceeds withdrawn from an REO Account pursuant to Section 3.16(a) of this Agreement and all Net Insurance Proceeds,
Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;


 


(vi)         any
amounts received from Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection Expenses, (B) any
recovery of


 



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Unliquidated Advances with respect to such Mortgage Loans, or (C) any other reimbursements in accordance with the related
Mortgage Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein; and


 


(vii)      any
other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Master Servicer or
Special Servicer, including pursuant to Section 2.03 of this Agreement.


 


The foregoing requirements
for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees and
defeasance fees need not be deposited in the Collection Account by the Master Servicer or the Special Servicer, as applicable,
and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to
retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees and/or defeasance fees received with
respect to such Mortgage Loans in accordance with Section 3.12 of this Agreement; provided that if the Master Servicer
or the Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application
fees and/or defeasance fees in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a)
(in the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the
other party (i.e., the Special Servicer (if Master Servicer has received the excess percentage of such fees) or the Master
Servicer (if Special Servicer has received the excess percentage of such fees), as applicable) the percentage of such fees to which
such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c), as applicable. The Master Servicer and
the Special Servicer shall not deposit any Penalty Charges or Modification Fees received by the Master Servicer or the Special
Servicer, as applicable, with respect to any Mortgage Loan into the Collection Account and shall instead apply such fees in accordance
with Section 3.14 of this Agreement. In the event that the Master Servicer deposits 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. The Master Servicer shall give written notice to the Certificate Administrator, the Trustee and
the Special Servicer of the location and account number of the Collection Account and shall notify the Certificate Administrator
and the Special Servicer in writing of any subsequent change thereof.


 


Upon receipt of any of
the amounts described in clauses (i) through (vii) above with respect to a Mortgage Loan (other than a Mortgage Loan
related to a Serviced Whole Loan), the Special Servicer shall promptly, but in no event later than one (1) Business Day after receipt,
remit such amounts to the Master Servicer for deposit into the Collection Account in accordance with the second preceding paragraph,
unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited
because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of
the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive
endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that
relates to any Mortgage Loan (other than a


 



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Mortgage Loan related to a Serviced Whole Loan) shall initially be deposited by the
Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager
directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the Collection Account, all in
accordance with Section 3.16 of this Agreement.


 


(b)          The
Certificate Administrator shall establish and maintain the Lower-Tier Distribution Account and the Upper-Tier Distribution Account
in the name of the Certificate Administrator, in trust for the benefit of the Certificateholders. Each of the Distribution Accounts
shall be established and maintained as Eligible Accounts or as sub-accounts of a single Eligible Account. With respect to each
Distribution Date, on or before such Distribution Date the Certificate Administrator shall be deemed to make or shall make the
withdrawals from the Lower-Tier Distribution Account, as set forth in Section 4.01 of this Agreement, shall be deemed to
make the deposits into the Lower-Tier Distribution Account and the Upper-Tier Distribution Account, as set forth in Section
4.01 hereof, and shall cause the amount of Available Funds (including P&I Advances) and Yield Maintenance Charges to be
distributed in respect of the Certificates, pursuant to Section 4.01 hereof on such date.


 


(c)          The
Certificate Administrator shall establish (upon receipt of written notice that an event that generates Excess Liquidation Proceeds
has occurred) and maintain the Excess Liquidation Proceeds Reserve Account in trust for the benefit of the Certificateholders.
The Excess Liquidation Proceeds Reserve Account shall be maintained separate and apart from trust funds for mortgage pass-through
certificates of other series administered by the Certificate Administrator and other accounts of the Certificate Administrator.
None of the amounts on deposit in Distribution Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution
Account or the Interest Reserve Account may be invested by the Certificate Administrator.


 


Upon the disposition
of any REO Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall calculate the Excess Liquidation
Proceeds, if any, realized in connection with such sale and remit to the Certificate Administrator such amount for deposit in the
Excess Liquidation Proceeds Reserve Account. Amounts held in the Excess Liquidation Proceeds Reserve Account on each Distribution
Date that exceed amounts reasonably anticipated to be required to offset possible future Realized Losses, as determined by the
Special Servicer, and all amounts held in the Excess Liquidation Proceeds Reserve Account on the final Distribution Date, in each
case after application in accordance with Section 4.01(d)(i) of this Agreement, shall be distributed to the Holders of the
Class R Certificates in respect of the Lower-Tier Residual Interest.


 


(d)          At
any time prior to any Determination Date for the first Prepayment Period during which Excess Interest is received on any ARD Loan,
and upon notification from the Master Servicer or the Special Servicer pursuant to Section 3.03(a) of this Agreement, the
Certificate Administrator shall establish and maintain the Excess Interest Distribution Account in the name of the Certificate
Administrator for the benefit of the Class Z Certificateholders. 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 withdraw from the Collection Account and remit to the Certificate Administrator


 



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on the applicable Master
Servicer Remittance Date for deposit in the Excess Interest Distribution Account an amount equal to the Excess Interest received
prior to the Determination Date for the applicable Prepayment Period.


 


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(k) of this Agreement.


 


Following the distribution
of Excess Interest to Class Z Certificateholders on the first Distribution Date after which there are no longer any ARD Loans outstanding,
the Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


(e)          [Reserved]


 


(f)           Notwithstanding
anything to the contrary herein, each Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve
Account may all be sub-accounts of a single Eligible Account. For the avoidance of doubt, the Collection Account, the Lower-Tier
Distribution Account, the Excess Liquidation Proceeds Reserve 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 Upper-Tier Distribution Account
(including interest, if any, earned on the investor of funds in such account) will be owned by the Upper-Tier REMIC and the Excess
Interest Distribution Account (including interest, if any, earned on the investment in such accounts) will be owned by the Grantor
Trust for the benefit of the Holders of the Class Z Certificates, each, for federal income tax purposes.


 


Section 3.05A. Serviced
Whole Loan Custodial Account.


 


(a)   The Master Servicer
shall establish and maintain, with respect to each Serviced Whole Loan, one or more separate accounts, which may be sub-accounts
of a single account (with respect to each Serviced Whole Loan, the “Serviced Whole Loan Custodial Account”)
in which the amounts described in clauses (i) through (vii) below shall be deposited and held in the name of the
Master Servicer on behalf of the Trustee for the benefit of the Certificateholders and the related Companion Loan Holder, as their
interests may appear; provided that a Serviced Whole Loan Custodial Account may be a sub-account of the Collection Account
or another Serviced Whole Loan Custodial Account (but shall be deemed to be a separate account for purposes of applying the terms
of this Agreement). Each of the Serviced Whole Loan Custodial Accounts shall be an Eligible Account or a subaccount of an Eligible
Account. The Master Servicer shall deposit or cause to be deposited in each Serviced Whole Loan Custodial Account, within two (2)
Business Days following receipt (or, in the case of payments by the Master Servicer, when otherwise required to be so deposited
under this Agreement) of properly identified funds, the following payments and collections received or made by it on or with respect
to the Serviced Whole Loan:


 


(i)           all
payments on account of principal on the related Serviced Whole Loan, including the principal component of Unscheduled Payments;


 


(ii)          all
payments on account of interest on the related Serviced Whole Loan;


 



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(iii)        all
Yield Maintenance Charges on the related Serviced Whole Loan;


 


(iv)        any
amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on
Permitted Investments with respect to funds held in such Serviced Whole Loan Custodial Account;


 


(v)         all
Net REO Proceeds withdrawn from an REO Account pursuant to Section 3.16(a) of this Agreement and all Net Insurance Proceeds,
Net Condemnation Proceeds and Net Liquidation Proceeds with respect to the related Serviced Whole Loan;


 


(vi)        any
amounts received from the Mortgagor under the related Serviced Whole Loan that represent (A) recoveries of Property Protection
Expenses, or (B) any other reimbursements in accordance with the related Mortgage Loan Documents, in each case to the extent not
permitted to be retained by the Master Servicer as provided herein; and


 


(vii)       any
other amounts required by the provisions of this Agreement to be deposited into such Serviced Whole Loan Custodial Account by the
Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances.


 


(b)         The
foregoing requirements for deposits in each Serviced Whole Loan Custodial Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption
Fees, assumption application fees and defeasance fees need not be deposited in such Serviced Whole Loan Custodial Account by the
Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or
the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption
application fees and/or defeasance fees received with respect to the Serviced Whole Loans in accordance with Section 3.12
of this Agreement; provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary
Fees, Consent Fees, Assumption Fees, assumption application fees and/or defeasance fees in excess of the percentage of such fees
to which it is entitled pursuant to Section 3.12(a) (in the case of the Master Servicer) or Section 3.12(c) (in the
case of the Special Servicer), then it shall remit to the other party (i.e., the Special Servicer (if Master Servicer has
received the excess percentage of such fees) or the Master Servicer (if Special Servicer has received the excess percentage of
such fees), as applicable) the percentage of such fees to which such other party is entitled pursuant to Section 3.12(a)
or Section 3.12(c), as applicable). The Master Servicer and the Special Servicer shall not deposit any Penalty Charges and
Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Serviced Whole Loan
into the related Serviced Whole Loan Custodial Account and shall instead apply such fees (except to the extent not permitted under
the related Co-Lender Agreement) in accordance with Section 3.14 of this Agreement. In the event that the Master Servicer
deposits in a Serviced Whole Loan Custodial Account any amount not required to be deposited therein, it may at any time withdraw
such amount from such Serviced Whole Loan Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer
shall give written notice to the Certificate Administrator, the Trustee, the related Companion Loan Holders and the Special Servicer
of the location and account number of each Serviced Whole Loan Custodial Account and shall notify the Certificate


 



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Administrator,
the Trustee, the related Companion Loan Holder and the Special Servicer in writing of any subsequent change thereof. Each Serviced
Whole Loan Custodial Account shall be maintained as a segregated account (or sub-account of such segregated account), separate
and apart from trust funds created for mortgage backed securities of other series and the other accounts of the Master Servicer.


 


(c)          Upon
receipt of any of the amounts described in clauses (i) through (vii) of Section 3.05A(a) with respect to a
Serviced Whole Loan, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such
amounts to the Master Servicer for deposit into the Serviced Whole Loan Custodial Account in accordance with Section 3.05A(a),
unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited
because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of
the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive
endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that
relates to a Serviced Whole Loan shall initially be deposited by the Special Servicer into the related REO Account (or, at the
option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted
to the Master Servicer for deposit into the related Serviced Whole Loan Custodial Account, all in accordance with Section 3.17
of this Agreement.


 


Section 3.06     Permitted
Withdrawals from the Collection Account.


 


(a)          The
Master Servicer may make withdrawals from the Collection Account only as described below (the order set forth below not constituting
an order of priority for such withdrawals), subject to the application of Penalty Charges and Modification Fees in accordance with
the related Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)           to
remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account, the Interest Reserve Account, the Excess
Interest Distribution Account and the Excess Liquidation Proceeds Reserve Account the amounts required to be deposited in such
accounts pursuant to Section 3.05(c), 3.23, Section 4.01(a)(i) and Section 4.06(a) of this Agreement,
respectively;


 


(ii)          to
pay or reimburse the Master Servicer, the Special Servicer or the Trustee, (A) for Advances made thereby with respect to Mortgage
Loans that are not part of a Serviced Whole Loan (other than Workout-Delayed Reimbursement Amounts) and any related Advance Interest
Amounts (provided that the Trustee shall have priority with respect to such payment or reimbursement of any such Advances
and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such Person pursuant to this clause
(ii)(A) being limited to late collections of the particular item (which may include cure payments related to such item by the
holder of the Charles River Plaza North Subordinate Companion Loan) which was the subject of the related Advance, Penalty Charges,
Condemnation Proceeds, REO Proceeds, Insurance Proceeds and Liquidation Proceeds on or in respect of the particular Mortgage Loan
or REO


 



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Property respecting which such Advance was made, if applicable; provided that (x) prior to the time any Advance is
reimbursed, Advance Interest Amounts may be reimbursed solely from Penalty Charges and Modification Fees collected on the related
Mortgage Loan pursuant to Section 3.14 of this Agreement, and (y) at the time any Advance (other than Workout Delayed Reimbursement
Amounts) is reimbursed, Advance Interest Amounts on such reimbursed Advance shall be payable first from Penalty Charges and Modification
Fees collected on the related Mortgage Loan pursuant to Section 3.14 of this Agreement, and, to the extent such Penalty
Charges and Modification Fees are insufficient, then from general collections on deposit in the Collection Account, (B) for Advances
made thereby with respect to Mortgage Loans that are part of a Serviced Whole Loan and any related Advance Interest Amounts (provided
that the Trustee shall have priority with respect to such payment or reimbursement of any such Advances and any related Advance
Interest Amounts), the Master Servicer’s right to reimburse any such person pursuant to this clause (ii)(B) being
limited to Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property respecting which such Advance
was made, which Net Liquidation Proceeds were received in connection with any of the events described in clauses (iii),
(iv) and (vii) of the definition of “Liquidation Event”, (C) to the extent not reimbursed pursuant to
Section 3.14 of this Agreement, for Advances and any related Advance Interest Amounts (or portion thereof) that have been
deemed to be Nonrecoverable Advances or are not recovered from recoveries in respect of the related Mortgage Loan, Serviced Whole
Loan or REO Property after a Final Recovery Determination to the extent not recovered from the related Serviced Whole Loan Custodial
Account and Advance Interest Amounts thereon, first, out of the principal portion of general collections on the Mortgage
Loans and REO Properties, and second, to the extent the principal portion of general collections is insufficient and with
respect to such excess only, subject to any election in its sole discretion to defer reimbursement thereof pursuant to Section
3.26 of this Agreement, out of other collections on the Mortgage Loans and REO Properties, and (D) for Workout-Delayed Reimbursement
Amounts and Advance Interest Amounts thereon, first, out of the principal portion of the general collections on the Mortgage
Loans and REO Properties, net of such amounts being reimbursed pursuant to clause (C) above, and second, upon a determination
by the Master Servicer, the Special Servicer or the Trustee, as applicable, that a Workout-Delayed Reimbursement Amount is a Nonrecoverable
Advance, in the same manner as Nonrecoverable Advances may be reimbursed (provided that with respect to each Mortgage Loan
or REO Property that relates to a Serviced Whole Loan, such Workout-Delayed Reimbursement Amounts and Advance Interest Amounts
thereon shall first be reimbursed pursuant to Section 3.06A(a)(ii) of this Agreement and, if not reimbursed pursuant thereto,
shall be paid from the Collection Account as provided in this clause (ii)(D));


 


(iii)         to
pay on or before each Master Servicer Remittance Date to the Master Servicer (which shall pay the holder of the Excess Servicing
Fee Rights, if any, the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12
of this Agreement) and the Special Servicer, as applicable, as compensation, the aggregate unpaid Servicing Fee with respect to
Mortgage Loans (to the extent not otherwise required to be applied against Prepayment Interest Shortfalls) in respect of the immediately
preceding Interest Accrual Period, the Special Servicing Fee (if any) in


 



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respect of the immediately preceding Interest Accrual
Period, and any Special Servicing Compensation (if any), respectively, in respect of the immediately preceding Interest Accrual
Period, to be paid, in the case of the Servicing Fee, from interest received on the related Mortgage Loan, and, in the case of
the Special Servicing Fee, from general collections, and to pay from time to time to the Master Servicer in accordance with Section
3.07(b) of this Agreement any interest or investment income earned on funds deposited in the Collection Account; provided,
however, that in the case of any Mortgage Loan or REO Property related to a Serviced Whole Loan, (A) Servicing Fees may
be paid out of the Collection Account pursuant to this clause (iii) only from the interest portion of Net Liquidation Proceeds
on or in respect of such Mortgage Loan or REO Property, which Net Liquidation Proceeds were received in connection with any of
the events described in clauses (iii), (iv) and (vii) of the definition of “Liquidation Event”
and (B) Special Servicing Compensation shall first be paid out of the related Serviced Whole Loan Custodial Account pursuant to
Section 3.06A(a)(iii) of this Agreement and may be paid out of the Collection Account pursuant to this clause (iii)
only if and to the extent that such Special Servicing Compensation has not been paid out of the related Serviced Whole Loan Custodial
Account pursuant to Section 3.06A(a)(iii) of this Agreement;


 


(iv)         in
accordance with Section 2.03 of this Agreement, to reimburse itself, the Trustee or the Special Servicer, out of general
collections on the Mortgage Loans and related REO Properties (including with respect to the Non-Serviced Mortgage Loan) for any
unreimbursed expense reasonably incurred by itself, the Trustee or the Special Servicer in connection with the enforcement of a
Mortgage Loan Seller’s obligations under Section 6(e) of the related Loan Purchase Agreement, together with interest thereon
at the Advance Rate from the time such expense was incurred to, but excluding, the date such expense was reimbursed, but only to
the extent that such expenses are not otherwise reimbursable, each such Person’s right to reimbursement pursuant to this
clause (iv) with respect to any Mortgage Loan being subject, if the Purchase Price is paid for such Mortgage Loan, to that
portion of the Purchase Price that represents such expense in accordance with clause (f) of the definition of Purchase Price;


 


(v)          to
pay out of general collections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the Trust Fund
with respect to the Mortgage Loans and related REO Properties pursuant to Section 3.04(a) and Section 3.10(e) of
this Agreement and to pay Liquidation Expenses out of related Liquidation Proceeds pursuant to Section 3.11 of this Agreement
(provided that with respect to each Serviced Whole Loan, such expenses shall first be reimbursed pursuant to Section
3.06A(a)(iv) of this Agreement to the extent related to such Serviced Whole Loan and if not reimbursed pursuant thereto, shall
be paid from the Collection Account as provided in this clause (v));


 


(vi)         to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay the Master Servicer,
the Trustee, the Certificate Administrator, the Special Servicer, the Operating Advisor, CREFC® or the Depositor,
as applicable, for unpaid Additional Trust Fund Expenses (other than Advance Interest Amounts), unpaid Trustee/Certificate Administrator
Fees, unpaid Servicing Fees in respect of a Mortgage Loan (but only if the Mortgage Loan has been liquidated or a Final


 



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Recovery
Determination has been made with respect thereto), unpaid Special Servicing Compensation, unpaid Operating Advisor Fees, unpaid
Operating Advisor Consulting Fees (but not with respect to Non-Serviced Mortgage Loans, and only to the extent such Operating Advisor
Consulting Fee is actually received from the related Mortgagor), unpaid CREFC® Intellectual Property Royalty License
Fees and other unpaid items incurred by or owing to such Person pursuant to the second sentence of Section 3.07(c), Section
3.08(a), Section 3.08(b), Section 3.10, the second sentence of Section 3.12(a), the third sentence of
Section 3.12(c), Section 3.16(a), Section 3.28(k), Section 6.03, Section 7.04, Section 8.05(a),
Section 8.05(b), Section 8.05(d) or Section 11.07 of this Agreement, or any other provision of this Agreement
pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent expressly
payable or reimbursable under such Section, it being acknowledged that this clause (vi) shall not be deemed to modify the
substance of any such Section, including the provisions of such Section that set forth the extent to which one of the foregoing
Persons is or is not entitled to payment or reimbursement (provided that with respect to each Mortgage Loan that is part
of a Serviced Whole Loan, such expenses shall first be reimbursed pursuant to Section 3.06A(a)(v) of this Agreement to the
extent related to such Serviced Whole Loan and, if not reimbursed pursuant thereto, shall be paid from the Collection Account as
provided in this clause (vi));


 


(vii)       to
transfer to the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any amount reasonably
determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on either
Trust REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;


 


(viii)      to
make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account as are
contemplated by Section 3.14 of this Agreement;


 


(ix)        to
withdraw any amount deposited into the Collection Account that was not required to be deposited therein; or


 


(x)         to
clear and terminate the Collection Account pursuant to Section 9.01 of this Agreement.


 


If and to the extent
that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the prior paragraph
above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with respect to a Whole Loan that
represents the related Companion Loan’s allocable share of such cost, expense, indemnity, or Property Advance or Advance
Interest Amount thereon, the Master Servicer shall use efforts consistent with the Servicing Standard to collect such amounts out
of collections on such Companion Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related
Companion Loan Holder) and deposit all such amounts (collectively, with respect to such Companion Loan, the “Trust Reimbursement
Amount No. 1”) collected from or on behalf of the related Companion Loan Holder into the Collection Account.


 



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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 Other Master Servicer, the applicable Other Special Servicer, the applicable Other
Certificate Administrator or the applicable Other Trustee, as applicable, by the holders of each Non-Serviced Mortgage Loan pursuant
to each Co-Lender Agreement. In the absence of manifest error, the Master Servicer may conclusively rely on the request for payments
contemplated by the preceding sentence.


 


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal
from the Collection Account pursuant to subclauses (i)-(x) above.


 


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Trustee and the Certificate Administrator, as applicable, from the applicable Collection Account, amounts permitted to be paid
thereto from such account promptly upon receipt of a written statement of an officer of the Special Servicer, an officer of the
Operating Advisor or a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, describing the
item and amount to which the Special Servicer (or such third party contractor), the Operating Advisor, the Trustee or the Certificate
Administrator, as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Trustee
or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a written statement
is not required). The Master Servicer may rely conclusively on any such written statement and shall have no duty to recalculate
the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep and maintain a separate accounting
for the purpose of justifying any request for withdrawal from each Collection Account, on a loan by loan basis.


 


The Master Servicer shall
pay to, subject to Section 3.01(k)(i), the applicable Other Master Servicer, the applicable Other Special Servicer, the
applicable Other Certificate Administrator or the applicable Other Trustee, as applicable, from the Collection Account on the Master
Servicer Remittance Date amounts permitted to be paid to the applicable Other Master Servicer, the applicable Other Special Servicer,
the applicable Other Certificate Administrator or the applicable Other Trustee, as applicable, therefrom based upon an Officer’s
Certificate received from the applicable Other Master Servicer, the applicable Other Special Servicer, the applicable Other Certificate
Administrator or the applicable Other Trustee, as applicable, on the first Business Day following the immediately preceding Determination
Date, describing the item and amount to which the applicable Other Master Servicer, the applicable Other Special Servicer, the
applicable Other Certificate Administrator or the applicable Other Trustee, as applicable, 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 Trustee, the Certificate
Administrator, the Operating Advisor, the Depositor, CREFC®, the Special Servicer and the Master Servicer shall
in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection Account from time to time for
the reimbursement or payment of the Servicing Fees (including investment income), Trustee/Certificate Administrator Fees, Special
Servicing Compensation, Advances, Advance Interest Amounts, Operating Advisor Fees, Operating Advisor Consulting Fees (but only
to the


 



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extent such Operating Advisor Consulting Fees are actually received from the related Mortgagor(s)), CREFC®
Intellectual Property Royalty License Fees and (for each of such Persons other than CREFC®) their respective expenses
hereunder (including without limitation Additional Trust Fund Expenses) to the extent such fees, indemnity amounts and expenses
are to be reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement (and to have such amounts
paid directly to third party contractors for any invoices submitted to the Trustee, the Master Servicer or the Special Servicer,
as applicable).


 


(b)          The
Certificate Administrator shall, upon receipt, deposit in the Lower-Tier Distribution Account, the Interest Reserve Account, the
Excess Interest Distribution Account and the Excess Liquidation Proceeds Reserve Account any and all amounts received by the Certificate
Administrator in accordance with Section 3.06(a)(i) of this Agreement. If, as of 3:00 p.m., New York City time, on any Master
Servicer Remittance Date or on such other date as any amount referred to in the preceding sentence is required to be delivered
hereunder, the Master Servicer shall not have delivered to the Certificate Administrator for deposit in the Lower-Tier Distribution
Account, the Excess Interest Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account
the amounts required to be deposited therein pursuant to the provisions of this Agreement (including, without limitation, Section
3.06(a)(i) of this Agreement), then the Certificate Administrator shall, to the extent that a Responsible Officer of the Certificate
Administrator has such knowledge, provide notice of such failure to the Master Servicer by e-mail sent to noticeadmin@midlandls.com
with a copy to askmidland@midlandls.com (or such alternative e-mail address provided by the Master Servicer to the Certificate
Administrator in writing) and by facsimile transmission at telecopy number (913) 253-9001 (or such alternative number provided
by the Master Servicer to the Certificate Administrator in writing) as soon as possible, but in any event before 5:00 p.m., New
York City time, on such day; provided, however, that the Master Servicer will pay the Certificate Administrator interest
on such late payment at the Prime Rate from and including the applicable required remittance date to, but not including, the date
until such late payment is received by the Certificate Administrator.


 


Section 3.06A. Permitted
Withdrawals from the Serviced Whole Loan Custodial Account.


 


(a)          The
Master Servicer may make withdrawals from the Serviced Whole Loan Custodial Account for each Serviced Whole Loan only as described
below (the order set forth below not constituting an order of priority for such withdrawals), subject to the application of Penalty
Charges and Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)           after
the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each
calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property
related to such Serviced Whole Loan, if such funds are received after the Determination Date and before the Distribution Date in
any calendar month and were not available for any earlier transfer to the Collection Account in such calendar month), to transfer
to the Collection Account all amounts on deposit in the Serviced Whole Loan Custodial Account payable to the Trust pursuant to
the related


 



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Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including any applicable
Trust Reimbursement Amount; and on the date specified in the related Co-Lender Agreement (or if no date is specified, on the Business
Day immediately following the Determination Date) in each calendar month (and also on the Business Day immediately following the
receipt of any funds from the REO Account for any REO Property related to the applicable Serviced Whole Loan, if such funds are
received after the Determination Date and before the Distribution Date in any calendar month), to remit to the related Companion
Loan Holder all amounts on deposit in the Serviced Whole Loan Custodial Account payable to such Companion Loan Holder pursuant
to the related Co-Lender Agreement with respect to the related Companion Loan (or any successor REO Companion Loan), exclusive
of any applicable Trust Reimbursement Amount;


 


(ii)          to
pay or reimburse the Master Servicer, the Special Servicer or the Trustee for Advances made thereby with respect to such Serviced
Whole Loan and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such
payment or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse
any such Person pursuant to this clause (ii) being limited to late collections (including cure payments by related Companion
Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Condemnation Proceeds, REO
Proceeds, Insurance Proceeds and Liquidation Proceeds on or in respect of the particular Serviced Whole Loan or any related REO
Property; provided, however, that if such Advance has become a Workout-Delayed Reimbursement Amount (but not a Nonrecoverable
Advance), then neither such Workout-Delayed Reimbursement Amount nor any related Advance Interest Amounts shall be reimbursed or
paid, as the case may be, out of payments or other collections of interest (other than Penalty Charges) or Yield Maintenance Charges
on or in respect of the related Mortgage Loan (or any successor REO Mortgage Loan) or the related Companion Loan (or any successor
REO Companion Loan); and provided, further, that if such Advance is a P&I Advance with respect to the related
Mortgage Loan (or a successor REO Mortgage Loan), then neither such Advance nor any related Advance Interest Amounts shall be reimbursed
or paid, as the case may be, out of, or otherwise result in a reduction of, amounts otherwise payable to the related Companion
Loan Holder with respect to the related Pari Passu Companion Loan (or any successor REO Companion Loan), except that in the case
of the Charles River Plaza North Whole Loan, reimbursements or payments, as the case may be, of Advances or any related Advance
Interest Amounts shall be made taking into account the subordinate nature of the Charles River Plaza North Subordinate Companion
Loan;


 


(iii)         to
pay on or before each Master Servicer Remittance Date (1) to the Master Servicer (who shall pay the holder of the Excess Servicing
Fee Rights (if any) the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12
of this Agreement) as compensation, the aggregate unpaid Servicing Fee with respect to such Serviced Whole Loan (to the extent
not otherwise required to be applied against Prepayment Interest Shortfalls) in respect of the immediately preceding Interest Accrual
Period, to be paid from interest received on the related Mortgage Loan or Companion Loan, as applicable, and to pay from time to
time to the Master Servicer in


 



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accordance with Section 3.07(b) any interest or investment income earned on funds deposited
in such Serviced Whole Loan Custodial Account and (2) to the Special Servicer as compensation, any Special Servicing Compensation
and additional servicing compensation payable with respect to such Serviced Whole Loan; provided, however, that no
Servicing Fees or Special Servicing Compensation earned with respect to the related Mortgage Loan (or a successor REO Mortgage
Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable to the related Companion Loan Holder
with respect to the related Pari Passu Companion Loan (or any successor REO Companion Loan) (provided that, in the case
of the Charles River Plaza North Whole Loan, such payments shall be made taking into account the subordinate nature of the Charles
River Plaza North Subordinate Companion Loan), and no Servicing Fees or Special Servicing Compensation earned with respect to the
related Companion Loan (or any successor REO Companion Loan) shall be payable out of, or otherwise result in a reduction of, amounts
otherwise payable to the Trust with respect to the related Mortgage Loan (or a successor REO Mortgage Loan) (it being acknowledged
and agreed that this proviso is in no way intended to limit the rights of the Master Servicer or Special Servicer under the related
Co-Lender Agreement to seek payment of any unpaid Servicing Fees or Special Servicing Compensation, as applicable, with respect
to any Companion Loan from the related Companion Loan Holder);


 


(iv)        to
pay for costs and expenses incurred by the Trust Fund solely with respect to such Serviced Whole Loan and related REO Property
pursuant to Section 3.10(e) and to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;


 


(v)         to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay the Master Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Special Servicer or the Depositor, as applicable, for unpaid
Additional Trust Fund Expenses, Servicing Fees and other unpaid items incurred by or owing to such Person pursuant to the second
sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10, the second sentence of
Section 3.12(a), the third sentence of Section 3.12(c), Section 3.16(a), Section 3.28(k), Section
6.03, Section 7.04, Section 8.05(a), Section 8.05(b), Section 8.05(d) or Section 11.07,
or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund,
in each case only to the extent expressly payable or reimbursable under such Section and to the extent related to such Serviced
Whole Loan and not related to amounts which are solely expenses of the Trust Fund (such as expenses related to administration of
the Trust Fund or REMIC taxes, penalties or interest or preservation of the REMIC status of each Trust REMIC), it being acknowledged
that this clause (v) shall not be deemed to modify the substance of any such Section, including the provisions of such Section
that set forth the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement; provided,
however, that no payment or reimbursement to the Operating Advisor, or payment of Trustee/Certificate Administrator Fees,
or payment or reimbursement of costs and expenses associated with obtaining a Rating Agency Confirmation, shall be made out of,
or otherwise result in a reduction of, amounts otherwise payable to the related Companion Loan Holder with respect to the related
Pari Passu Companion Loan (or


 



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successor REO Companion Loan) (provided that, in the case of the Charles River Plaza North
Whole Loan, such payments shall be made taking into account the subordinate nature of the Charles River Plaza North Subordinate
Companion Loan), and no payment or reimbursement of costs and expenses associated with obtaining a Companion Loan Rating Agency
Confirmation shall be made out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust with respect to
the related Mortgage Loan (or any successor REO Mortgage Loan);


 


(vi)         to
make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Serviced Whole Loan Custodial
Account as are contemplated by the related Co-Lender Agreement and, to the extent consistent with the related Co-Lender Agreement,
Section 3.14 of this Agreement;


 


(vii)        to
withdraw any amount deposited into such Serviced Whole Loan Custodial Account that was not required to be deposited therein;


 


(viii)       if
the related Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization Trust,
to the extent required by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling and Servicing
Agreement for any advances of delinquent monthly debt service payments made thereby with respect to such Companion Loan (or REO
Companion Loan), together with interest thereon, provided that such reimbursement, together with interest, shall be made
solely out of payments and other collections on such Companion Loan (or REO Companion Loan); or


 


(ix)         to
clear and terminate such Serviced Whole Loan Custodial Account pursuant to Section 9.01 of this Agreement.


 


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion Loan basis, for the
purpose of justifying any withdrawal from each Serviced Whole Loan Custodial Account pursuant to subclauses (i) - (ix) above.
If and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause
of the prior paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with respect
to a Serviced Whole Loan out of monies allocable to the related Mortgage Loan (or any successor REO Mortgage Loan) to an extent
that the Trust has borne some or all of the related Serviced Companion Loan’s allocable share of such cost, expense, indemnity,
or Property Advance or Advance Interest Amount thereon, the Master Servicer (with respect to Non-Specially Serviced Loans) and
the Special Servicer (with respect to Specially Serviced Loans) shall use efforts consistent with the Servicing Standard to collect
such amounts disproportionately borne by the Trust out of collections on such Companion Loan (or, if and to the extent permitted
under the related Co-Lender Agreement, from the related Companion Loan Holder) and deposit all such amounts (collectively, with
respect to such Companion Loan, the “Trust Reimbursement Amount No. 2” and, together with Trust Reimbursement
Amount No. 1, the “Trust Reimbursement Amount”) collected from or on behalf of the related Companion Loan Holder
into the Collection Account.


 



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The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Trustee, the Certificate Administrator and an advancing party under any Other Pooling and Servicing Agreement, as applicable,
from the applicable Serviced Whole Loan Custodial Account, amounts permitted to be paid thereto from such account promptly upon
receipt of a written statement of an officer of the Special Servicer, an officer of the Operating Advisor, a Responsible Officer
of the Trustee or the Certificate Administrator or an officer of such advancing party under such Other Pooling and Servicing Agreement,
as the case may be, describing the item and amount to which the Special Servicer (or such third party contractor), the Operating
Advisor, the Trustee, the Certificate Administrator or such advancing party under such Other Pooling and Servicing Agreement, as
the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Trustee or the Certificate
Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a written statement is not required).
The Master Servicer may rely conclusively on any such written statement and shall have no duty to re-calculate the amounts stated
therein. The parties seeking payment pursuant to this Section shall each keep and maintain separate accounting for the purpose
of justifying any request for withdrawal from each Serviced Whole Loan Custodial Account, on a loan-by-loan basis.


 


The Trustee, the Depositor,
the Operating Advisor, the Certificate Administrator, the Special Servicer and the Master Servicer shall in all cases have a right
prior to the Certificateholders to any funds on deposit in a Serviced Whole Loan Custodial Account from time to time for the reimbursement
or payment of the Servicing Fees (including investment income), or Special Servicing Compensation, Advances, Advance Interest Amounts
and their respective indemnity amounts or expenses hereunder to the extent such fees, indemnity amounts and expenses are to be
reimbursed or paid from amounts on deposit in such Serviced Whole Loan Custodial Account pursuant to this Agreement and the related
Co-Lender Agreement (and to have such amounts paid directly to third party contractors for any invoices approved by the Trustee,
the Depositor, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable); provided, however,
that for the avoidance of doubt, neither the Trustee/Certificate Administrator Fee nor the Operating Advisor Fee shall be paid
from funds on deposit in a Serviced Whole Loan Custodial Account.


 


After the Determination
Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each calendar month (and
also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to the
applicable Serviced Whole Loan, if such funds are received after the Determination Date and before the Distribution Date in any
calendar month and were not available for any earlier transfer to the Collection Account in such calendar month), the Master Servicer
shall remit for deposit in the Collection Account all amounts on deposit in a Serviced Whole Loan Custodial Account payable to
the Trust pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage
Loan), including any applicable Trust Reimbursement Amount; and on the date specified in the related Co-Lender Agreement (or if
no date is specified, on the Business Day immediately following the Determination Date) in each calendar month (and also on the
Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to the applicable
Serviced Whole Loan, if such funds are received after the Determination Date and before the Distribution Date in any calendar month),
the Master Servicer shall remit to the


 



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related Companion Loan Holder all amounts on deposit in a Serviced Whole Loan Custodial
Account payable to such Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the related Companion
Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement Amount, in each case, prior to the
required remittance from the Collection Account to the Certificate Administrator for deposit into the Lower-Tier Distribution Account
on such Master Servicer Remittance Date.


 


Section 3.07     Investment
of Funds in the Collection Account, the Excess Interest Distribution Account, the REO Account, the Interest Reserve Account, the
Mortgagor Accounts, the Excess Liquidation Proceeds Reserve Account and Other Accounts.


 


(a)          The
Master Servicer (or with respect to any REO Account, the Special Servicer, or, with respect to each Distribution Account, the Excess
Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account (the foregoing
accounts, the “Certificate Administrator Accounts”), the Certificate Administrator) may direct any depository
institution maintaining the Collection Account, any Serviced Whole Loan Custodial Account, any Mortgagor Accounts (subject to the
second succeeding sentence), the Certificate Administrator Accounts and the REO Accounts (each of the Collection Account, any Serviced
Whole Loan Custodial Account, any REO Account, any Mortgagor Account and any Certificate Administrator Account, for purposes of
this Section 3.07, an “Investment Account”), to invest the funds in such Investment Account in one or
more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than
the Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this
Agreement; provided that any amounts invested by the Certificate Administrator in Permitted Investments managed or advised
by the Certificate Administrator or its Affiliates shall mature on or prior to the Distribution Date in time to be available to
make timely distributions to Certificateholders. Any direction by the Master Servicer or the Special Servicer to invest funds on
deposit in an Investment Account shall be in writing and shall certify that the requested investment is a Permitted Investment
which matures at or prior to the time required hereby or is payable on demand. In the case of any Reserve Account, Escrow Account
or Lockbox Account (the “Mortgagor Accounts”), the Master Servicer shall act upon the written request of the
related Mortgagor or Manager to the extent the Master Servicer is required to do so under the terms of the respective Mortgage
Loan (or Serviced Whole Loan) or related documents, provided that in the absence of appropriate written instructions from
the related Mortgagor or Manager meeting the requirements of this Section 3.07, the Master Servicer shall have no obligation
to, but will be entitled to, direct the investment of funds in such accounts in Permitted Investments. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name
of the Certificate Administrator (on behalf of the Trustee for the benefit of the Certificateholders) or in the name of a nominee
of the Certificate Administrator. The Certificate Administrator shall have sole control (except with respect to investment direction
which shall be in the control of the Master Servicer (or the Special Servicer, with respect to any REO Accounts or the Certificate
Administrator with respect to the Certificate Administrator Accounts) as an independent contractor to the Trust Fund) over each
such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the Certificate
Administrator or its agent (which shall initially be the Master Servicer), together with any document of transfer, if any, necessary
to transfer title to such investment to the Certificate


 



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Administrator or its
nominee. The Certificate Administrator shall have no responsibility or liability with respect to the investment directions of
the Master Servicer or the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted
Investments or otherwise. The Master Servicer shall have no responsibility or liability with respect to the investment direction
of the Certificate Administrator, the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from
Permitted Investments or otherwise. The Special Servicer shall have no responsibility or liability with respect to the investment
direction of the Certificate Administrator, the Master Servicer, any Mortgagor or any property manager or any losses resulting
therefrom, whether from Permitted Investments or otherwise. 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 (or the Special Servicer in the case of REO Accounts,
or the Certificate Administrator, in the case of the Certificate Administrator Accounts), shall: (x) consistent with any notice
required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature
hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn
on such date; and (y) demand payment of all amounts due thereunder promptly upon determination by the Master Servicer (or the
Special Servicer in the case of REO Accounts) that such Permitted Investment would not constitute a Permitted Investment in respect
of funds thereafter on deposit in the related Investment Account.


 


(b)         All
income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master Servicer,
except with respect to the investment of funds deposited in (i) any Mortgagor Account to the extent required under the Mortgage
Loan (or Serviced Whole Loan) or applicable law to be for the benefit of the related Mortgagor, (ii) any REO Account, which shall
be for the benefit of the Special Servicer or (iii) the Certificate Administrator Accounts, which shall be for the benefit of the
Certificate Administrator, and, if held in the Collection Account or REO Account shall be subject to withdrawal by the Master Servicer
or the Special Servicer, as applicable, in accordance with Section 3.06 or Section 3.16(a) of this Agreement, as
applicable. The Master Servicer (or with respect to any REO Account, the Special Servicer and with respect to the Certificate Administrator
Accounts, the Certificate Administrator) shall deposit from its own funds into any applicable Investment Account, the amount of
any loss incurred in respect of any such Permitted Investment immediately upon realization of such loss (except with respect to
losses incurred as a result of the related Mortgagor or Manager exercising its power under the related Mortgage Loan Documents
to direct such investment in such Mortgagor Account); provided, however, that the Certificate Administrator, Master
Servicer or Special Servicer, as applicable, may reduce the amount of such payment to the extent it forgoes any investment income
in such Investment Account otherwise payable to it. The Master Servicer shall also deposit from its own funds in any Mortgagor
Account the amount of any loss incurred in respect of Permitted Investments, except to the extent that amounts are invested for
the benefit of the Mortgagor under the terms of the Mortgage Loan (or Serviced Whole Loan) or applicable law, provided that,
notwithstanding the foregoing, none of the Master Servicer, the Special Servicer or the Certificate Administrator (in their respective
capacities as Master Servicer, Special Servicer and Certificate Administrator, respectively) 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
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maintaining such account hereunder and satisfied the qualifications
set forth in the definition of Eligible Account both (1) at the time such investment was made and (2) as of the date that is 30
days prior to the 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 Trustee may, and upon the request
of Holders of Certificates representing greater than 50% of the Percentage Interests of any Class shall, take such action as may
be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In
the event the Trustee takes any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable out-of-pocket
expenses, disbursements and advances incurred or made by the Trustee in connection therewith. In the event that the Trustee does
not take any such action, the Master Servicer may, but is not obligated to, take such action at its own cost and expense.


 


Section 3.08     Maintenance
of Insurance Policies and Errors and Omissions and Fidelity Coverage.


 


(a)          The
Master Servicer on behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard to cause
the related Mortgagor to maintain, to the extent required by each Mortgage Loan (other than the Non-Serviced Mortgage Loans) and
each Serviced Companion Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance
Default), and if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning
Nonrecoverable Advances and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent available
at commercially reasonable rates), (i) fire and hazard insurance (and windstorm insurance, if applicable) with extended coverage
on the related Mortgaged Property in an amount which is at least equal to the lesser of (a) one hundred percent (100%) of the then
“full replacement cost” of the improvements and equipment (excluding foundations, footings and excavation costs), without
deduction for physical depreciation, and (b) the outstanding principal balance of the related Mortgage Loan and the related Serviced
Companion Loan(s) or such greater amount as is necessary to prevent any reduction in such policy by reason of the application of
co-insurance provisions and to prevent the Trustee thereunder from being deemed to be a co-insurer and provided such policy shall
include a “replacement cost” rider, (ii) insurance providing coverage against 18 months (or such longer period or with
such extended period endorsement as provided in the related Mortgage or other Loan Document) of rent interruptions and (iii) such
other insurance as is required in the related Mortgage Loan and the Serviced Companion Loan. Subject to Section 3.16 of
this Agreement, the Special Servicer, in accordance with the Servicing Standard and to the extent available at commercially reasonable
rates (as determined by the Special Servicer in accordance with the Servicing Standard and (A)(i) with the consent of the Controlling
Class Representative (unless a Control Termination Event has occurred and is continuing) or (ii) if a Control Termination Event
has occurred and is continuing, following consultation with the Controlling Class Representative (unless a Consultation Termination
Event has occurred and is continuing) and other than with respect to the Charles River Plaza North Whole Loan, for so long as the
related Subordinate Companion Loan Holder is the related Whole Loan Directing Holder or the WPC Department Store Portfolio Whole
Loan, (B) with the consent of the related Whole Loan Directing Holder


 



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(with respect to the Charles River Plaza North Whole Loan,
for so long as the related Subordinate Companion Loan Holder is the related Whole Loan Directing Holder) or (C) with the consent
of the WPC Department Store Portfolio Directing Holder (with respect to the WPC Department Store Portfolio Whole Loan), as applicable),
shall cause to be maintained for each REO Property no less insurance coverage than was previously required of the Mortgagor under
the related Mortgage Loan Documents (except to the extent that the failure to maintain such insurance coverage is an Acceptable
Insurance Default); provided that to the extent the Mortgage Loan Documents require the related Mortgagor to maintain insurance
with an insurer rated better than as indicated in the definition of “Qualified Insurer”, the Master Servicer may, without
a Rating Agency Confirmation or the approval of the Special Servicer, to the extent consistent with the Servicing Standard, permit
the related Mortgagor to maintain insurance with an insurer that does not meet the requirements of the Mortgage Loan Documents
so long as the related Mortgagor maintains insurance with an insurer rated at least as indicated in the definition of “Qualified
Insurer”. All insurance for an REO Property shall be from a Qualified Insurer, if available from a Qualified Insurer, and
if not available from a Qualified Insurer, from an insurance provider that is rated the next highest available rating who is offering
such insurance at commercially reasonable rates. Any amounts collected by the Master Servicer or the Special Servicer under any
such policies (other than amounts required to be applied to the restoration or repair of the related Mortgaged Property or amounts
to be released to the Mortgagor in accordance with the terms of the related Mortgage Loan Documents) shall be deposited into the
Collection Account pursuant to Section 3.05 of this Agreement or the Serviced Whole Loan Custodial Account pursuant to Section
3.05A of this Agreement, as applicable, subject to withdrawal pursuant to Section 3.05, Section 3.05A, Section
3.06 or Section 3.06A of this Agreement. Any cost incurred by the Master Servicer or the Special Servicer in maintaining
any such insurance shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid principal
balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed
that no other additional insurance other than flood insurance or earthquake insurance subject to the conditions set forth below
is to be required of any Mortgagor or to be maintained by the Master Servicer other than pursuant to the terms of the related Mortgage
Loan Documents and pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such
additional insurance. If the Mortgaged Property (other than an REO Property and other than with respect to a Non-Serviced Mortgage
Loan) is located in a federally designated special flood hazard area, the Master Servicer will use efforts consistent with the
Servicing Standard to cause the related Mortgagor to maintain, to the extent required by each Mortgage Loan or Serviced Whole Loan,
and if the related Mortgagor does not so maintain, shall itself obtain (subject to the provisions of this Agreement concerning
Nonrecoverable Advances) and maintain 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 the related Companion Loan and (ii) the maximum amount
of such insurance required by the terms of the related Mortgage Loan or Serviced Whole Loan and as is available for the related
property under the national flood insurance program (assuming that the area in which such property is located is participating
in such program). If a Mortgaged Property (other than an REO Property) is related to a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan pursuant to which earthquake insurance is required to be maintained pursuant to the terms
of the Mortgage Loan or Serviced Whole Loan, the Master Servicer shall use efforts consistent with the Servicing Standard to cause
the


 



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related Mortgagor to maintain, and if the related Mortgagor does not so maintain will itself obtain (subject to the provisions
of this Agreement concerning Nonrecoverable Advances and for so long as such insurance continues to be available at commercially
reasonable rates) and maintain earthquake insurance in respect thereof, in the amount required by the Mortgage Loan or Serviced
Whole Loan or, if not specified, in-place at origination. If an REO Property (i) is located in a federally designated special flood
hazard area or (ii) is related to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan with respect
to which earthquake insurance would be appropriate in accordance with the Servicing Standard and such insurance is available at
commercially reasonable rates, the Special Servicer will obtain (subject to the provisions of this Agreement concerning Nonrecoverable
Advances) and maintain flood insurance and/or earthquake insurance in respect thereof providing the same coverage as described
in this Section 3.08(a). Out-of-pocket expenses incurred by the Master Servicer or Special Servicer in maintaining insurance
policies pursuant to this Section 3.08 shall be advanced by the Master Servicer as a Property Advance and shall be reimbursable
to the Master Servicer with interest at the Advance Rate. The Master Servicer (or the Special Servicer, with respect to the REO
Mortgage Loans) agrees to prepare and present, on behalf of itself, the Trustee and the Certificateholders and the Companion Loan
Holders, claims under each related insurance policy maintained by it pursuant to this Section 3.08(a) in a timely fashion
in accordance with the terms of such policy and to take such reasonable steps as are necessary to receive payment or to permit
recovery thereunder. All insurance policies required to be maintained by the Master Servicer or Special Servicer hereunder shall
name the Trustee or the Master Servicer or the Special Servicer, on behalf of the Trustee as the mortgagee, as loss payee, and
shall be issued by Qualified Insurers, if available from a Qualified Insurer, and if not available from a Qualified Insurer, from
an insurance provider that is rated the next highest available rating who is offering such insurance at commercially reasonable
rates. Notwithstanding the foregoing: (A) the Master Servicer shall not be required to maintain any earthquake or environmental
insurance policy on any Mortgaged Property and the Special Servicer shall not be required to maintain any earthquake or environmental
insurance policy on any REO Property, in each case unless such insurance is required to be maintained under the related Mortgage
Loan Documents and is available at commercially reasonable rates; provided, however, that neither the Master Servicer
nor the Special Servicer shall have any obligation to maintain such earthquake or environmental insurance policy required under
the related Mortgage Loan Documents if the originator of the Mortgage Loan or Serviced Whole Loan waived compliance with such insurance
requirements (and if the applicable Master Servicer does not cause the Mortgagor to maintain or does not itself maintain such earthquake
or environmental insurance policy on any Mortgaged Property, the Special Servicer shall have the right, but not the duty, to obtain,
at the Trust’s expense, earthquake or environmental insurance on any Mortgaged Property securing a Specially Serviced Loan
or an REO Property so long as such insurance is available at commercially reasonable rates); (B) with respect to the Master Servicer’s
obligation to cause the related Mortgagor to maintain such insurance, the Master Servicer shall have no obligation beyond using
its efforts consistent with the Servicing Standard to cause any Mortgagor to maintain the insurance required to be maintained or
that the lender is entitled to reasonably require, subject to applicable law, under the related Mortgage Loan Documents; and (C)
in making determinations as to the availability of insurance at commercially reasonable rates or otherwise, the Master Servicer
or the Special Servicer, as applicable, shall, to the extent consistent with the Servicing Standard, be entitled to rely, at its
own expense, on


 



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insurance consultants in making such determination and any such determinations by the Master Servicer or the Special
Servicer, as applicable, need not be made more frequently than annually but in any event shall be made at the approximate date
on which the Master Servicer or the Special Servicer, as applicable, receives notice of the renewal, replacement or cancellation
of coverage.


 


Notwithstanding the foregoing,
the Master Servicer or Special Servicer, as applicable, shall not be required to maintain, and shall not cause a Mortgagor to be
in default with respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does not contain any
carve out for terrorist or similar acts, if, and only if, the Special Servicer has determined in accordance with the Servicing
Standard that the failure to maintain such insurance is an Acceptable Insurance Default; provided that, during the period
that the Special Servicer is evaluating such insurance hereunder, the Master Servicer shall not be liable for any loss related
to its failure to require the Mortgagor to maintain terrorism insurance and shall not be in default of its obligations hereunder
as a result of such failure. The Special Servicer shall promptly notify the Master Servicer of each determination under this paragraph.


 


(b)          (i)
If the Master Servicer or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard
losses on all of the Mortgaged Properties (other than REO Properties and other than with respect to the Mortgaged Properties that
secure the Non-Serviced Mortgage Loans) as to which the related Mortgagor has not maintained insurance required by the related
Mortgage Loan or, if applicable, related Serviced Whole Loan (other than any Mortgagor that is required under the related Mortgage
Loan Documents to maintain insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer”
that maintains insurance with an insurer rated at least as indicated in the definition of “Qualified Insurer”)) or
the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard losses on all of the REO
Properties (other than REO Properties acquired in respect of any Non-Serviced Mortgage Loan), as required under this Agreement,
as the case may be, then the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have
satisfied its respective obligations concerning the maintenance of insurance coverage set forth in Section 3.08(a) of this
Agreement. Any such blanket insurance policy shall be maintained with a Qualified Insurer. A blanket insurance policy may contain
a deductible clause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the event that (i) there
shall not have been maintained on the related Mortgaged Property a policy otherwise complying with the provisions of Section
3.08(a) of this Agreement, and (ii) there shall have been one or more losses which would have been covered by such a policy
had it been maintained, immediately deposit into the Collection Account or, if applicable, related Serviced Whole Loan Custodial
Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible clause to the extent
that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan or Serviced Whole Loan,
or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.
In connection with its activities as Master Servicer or the Special Servicer hereunder, as applicable, the Master Servicer and
the Special Servicer, respectively, agree to prepare and present, on behalf of itself, the Trustee and Certificateholder and any
related Companion Loan Holder, claims under any such blanket policy which it maintains in a timely fashion in accordance with the
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and to take such reasonable steps as are necessary to receive payment or permit recovery thereunder.


 


(ii)          If
the Master Servicer causes any Mortgaged Property (other than any REO Property and other than with respect to the Mortgaged Property
that secures a Non-Serviced Mortgage Loan) or the Special Servicer causes any REO Property (other than an REO Property acquired
in respect of a Non-Serviced Mortgage Loan) to be covered by a master force placed insurance policy and such policy shall be issued
by a Qualified Insurer and provide no less coverage in scope and amount for such Mortgaged Property or REO Property than the insurance
required to be maintained pursuant to Section 3.08(a) of this Agreement, then the Master Servicer or Special Servicer, as
the case may be, shall conclusively be deemed to have satisfied its respective obligations to maintain insurance pursuant to Section
3.08(a) of this Agreement. Such policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer,
as applicable, shall, in the event that (i) there shall not have been maintained on the related Mortgaged Property or REO Property
a policy otherwise complying with the provisions of Section 3.08(a), and (ii) there shall have been one or more losses which
would have been covered by such a policy had it been maintained, immediately deposit into the Collection Account or, if applicable,
related Serviced Whole Loan Custodial Account from its own funds the amount not otherwise payable under such policy because of
such deductible to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage
Loan and/or related Companion Loan(s) related thereto, or, in the absence of any such deductible limitation, the deductible limitation
which is consistent with the Servicing Standard.


 


(iii)         In
either case, if the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property to be covered
by such “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 as a Property Advance. Any legal fees or other out-of-pocket costs incurred in
accordance with the Servicing Standard in connection with any claim under an insurance policy described above (whether by the Master
Servicer or Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Property Advance.


 


(c)          The
Master Servicer and the Special Servicer shall each maintain a fidelity bond in such form as is consistent with the Servicing Standard
and in such amounts that are consistent with the Servicing Standard. The Master Servicer and the Special Servicer each shall be
deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms
of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer or the Special Servicer, as applicable.
In addition, the Master Servicer and the Special Servicer shall each keep in force during the term of this Agreement a policy or
policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its
obligations to service the Mortgage Loans and Serviced Companion Loans hereunder in such form as is consistent with the Servicing
Standard and in such amounts as are consistent with the Servicing Standard. Notwithstanding the foregoing, so long as the long-term
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parent) or the Special Servicer (or its corporate parent) is not
in any event less than “A3” as rated by Moody’s and “A-” as rated by Fitch, respectively, the Master
Servicer or the Special Servicer may self-insure for the fidelity bond and errors and omissions coverage otherwise required above.
The Master Servicer shall cause each and every Sub-Servicer for it to maintain or cause to be maintained by an agent or contractor
servicing any Mortgage Loan or Serviced Whole Loan on behalf of such Sub-Servicer, a fidelity bond and an errors and omissions
insurance policy which satisfy the requirements for the fidelity bond and the errors and omissions policy to be maintained by the
Master Servicer to comply with the foregoing. All fidelity bonds and policies of errors and omissions insurance obtained under
this Section 3.08(c) shall be issued by a Qualified Insurer.


 


Section 3.09     Enforcement
of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions.


 


(a)          Upon
receipt of any request of a consent or waiver in respect of a due-on-sale or due-on encumbrance provision, the Special Servicer
shall (a) with respect to Specially Serviced Loans, determine, in a manner consistent with the Servicing Standard, or (b) with
respect to non-Specially Serviced Loans, determine, in a manner consistent with the Servicing Standard (or, if mutually agreed
to by the Master Servicer and the Special Servicer, the Master Servicer shall determine, in a manner consistent with the Servicing
Standard and subject to the consent of the Special Servicer), whether to grant such waiver request and, if granted, shall promptly
process such consent or waiver (including the preparation of written materials). The Master Servicer or the Special Servicer, as
applicable, shall close the related transaction and, subject to the consultation and/or consent rights (if any) of the Controlling
Class Representative, any related Whole Loan Directing Holder or the WPC Department Store Portfolio Directing Holder or the consultation
rights of any related Companion Loan Holder (or its Companion Loan Holder Representative) as provided in this Section 3.09(a)
and as otherwise provided in the related Co-Lender Agreement and this Agreement, and subject to Section 3.09(b), 3.21,
3.24, 3.25 and Section 3.27; provided, however, that the Master Servicer or the Special Servicer,
as applicable, shall not enter into any such agreement to the extent that any terms thereof would result in (i) the imposition
of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for federal income
tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to,
or on parity with, the lien of the related Mortgage. With respect to (i) non-Specially Serviced Loans, the Special Servicer or,
if mutually agreed to by the Master Servicer and the Special Servicer, the Master Servicer (subject to the Special Servicer’s
consent) or (ii) Specially Serviced Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each
on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions
contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers or further
encumbrances of interests in the related Mortgagor, unless following its receipt of a request of a consent or waiver in respect
of a due-on-sale or due-on-encumbrance provision, the Special Servicer (or, with respect to non-Specially Serviced Loans, if mutually
agreed to by the Master Servicer and the Special Servicer, the Master Servicer, subject to the Special Servicer’s consent)
has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing
Standard. Promptly after the Special Servicer or the Master Servicer has made any such determination to waive enforcement of a
due-on-sale or due-on-encumbrance provision, the


 



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Special Servicer or the Master Servicer, as applicable, shall deliver to the Trustee,
the Certificate Administrator, each other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate
setting forth the basis for such determination; provided that, with respect to all Mortgage Loans and Serviced Whole Loans,
the Special Servicer shall, prior to taking such an action or consenting to the Master Servicer’s taking of such an action,
(A) obtain the written consent of the Controlling Class Representative (unless a Control Termination Event has occurred and is
continuing), (B) if a Control Termination Event has occurred and is continuing, consult with the Controlling Class Representative
(unless a Consultation Termination Event has occurred and is continuing), or (C) with respect to the Charles River Plaza North
Whole Loan or the WPC Department Store Portfolio Whole Loan, obtain the written consent of the related Whole Loan Directing Holder
(with respect to the Charles River Plaza North Whole Loan, for so long as the related Subordinate Companion Loan Holder or its
designee is the related Whole Loan Directing Holder) or the WPC Department Store Portfolio Directing Holder (with respect to the
WPC Department Store Portfolio Whole Loan), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier
objected to) by the Controlling Class Representative or related Whole Loan Directing Holder, as applicable, of the written recommendation
of the Special Servicer for such action and any additional information the Controlling Class Representative or the related Whole
Loan Directing Holder, as applicable, may reasonably request for the analysis of such request, which recommendation and information
may be delivered in an electronic format reasonably acceptable to Controlling Class Representative or the related Whole Loan Directing
Holder, as applicable, and the Special Servicer. In addition, the Special Servicer or (if mutually agreed to by the Master Servicer
and the Special Servicer that the Master Servicer will determine whether to grant such waiver and, if granted, will process, subject
to the consent of the Special Servicer, such transaction) the Master Servicer, as applicable, may not grant its consent with respect
to or waive any “due-on-encumbrance” provision unless (1) the Special Servicer or the Master Servicer, as applicable,
shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Mortgage Loan (including
a Mortgage Loan related to a Serviced Whole Loan) (A) represents less than 2% the principal balance of all of the Mortgage Loans
in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio equal to
or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x
(in each case, determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan or Serviced Whole Loan,
as applicable, and the principal balance of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans in
the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Mortgage Loan
has a principal balance less than $10,000,000). Further, the Special Servicer or the Master Servicer, as applicable, may not grant
its consent with respect to or waive any “due-on-sale” provision unless the Special Servicer or (in the case of a non-Specially
Serviced Loan, if mutually agreed to by the Master Servicer and the Special Servicer that the Master Servicer will determine and
process, subject to the consent of the Special Servicer, such waiver and transaction) the Master Servicer, as applicable, shall
have received a prior written Rating Agency Confirmation with respect to such action unless the related Mortgage Loan (including
a Mortgage Loan related to a Serviced Whole Loan) (A) represents less than 5% the principal balance of all of the Mortgage Loans
in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10


 



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largest Mortgage
Loans in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Mortgage
Loan has a principal balance less than $10,000,000). For the purposes of this Agreement, due-on-sale provisions shall include,
without limitation, any rights arising out of sales or transfers of Mortgaged Properties, in full or in part, or the sale, transfer,
pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner, to the extent prohibited under the related
Mortgage Loan Documents, and due on encumbrance provisions shall include, without limitation, any rights arising out of any mezzanine/subordinate
financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners,
to the extent prohibited under the related Mortgage Loan Documents.


 


The Special Servicer
or the Master Servicer, as applicable (in each case, if it is the party processing the related request pursuant to the first paragraph
of this Section 3.09(a)), shall notify in writing the other party, the Trustee, the Certificate Administrator, the Rule
17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13
of this Agreement), the Operating Advisor (only after the occurrence and during the continuance of a Control Termination Event)
and, with respect to a Serviced Whole Loan, the related Companion Loan Holder, of any assumption or substitution agreement executed
pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Special Servicer or
the Master Servicer, as applicable (in each case, if it is the party processing the related request pursuant to the first paragraph
of this Section 3.09(a)), shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule
17g-5 Information Provider’s Website in accordance with Section 11.13 of this Agreement.


 


Further, subject to the
terms of the related Mortgage Loan Documents and applicable law, the Special Servicer or the Master Servicer, as applicable (in
each case, if it is the party processing the related request pursuant to the first paragraph of this Section 3.09(a)), shall
use reasonable efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking
a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the
use of such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property
Advance (or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance).


 


To the extent not prohibited
by the applicable Mortgage Loan Documents and applicable law, the Special Servicer or the Master Servicer, as applicable, may charge
the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that
any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this
Agreement.


 


(b)          Nothing
in this Section 3.09 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 lien
or other encumbrance with respect to such Mortgaged Property.


 



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(c)          In
connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer
nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant
to Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan or Companion
Loan or the related Note(s), other than pursuant to Section 3.24 of this Agreement.


 


(d)          With
respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan which permits release of Mortgaged
Properties through defeasance and to the extent consistent with the terms of the related Mortgage Loan Documents:


 


(i)           In
the event such Mortgage Loan or Serviced Whole Loan requires that the Master Servicer on behalf of the Trustee purchase the required
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities
that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer, an accommodation Mortgagor pursuant to clause
(v) below or the Mortgagor shall, at the Mortgagor’s expense (to the extent consistent with the Mortgage Loan Documents),
purchase or cause the purchase of such obligations in accordance with the terms of such Mortgage Loan or Serviced Whole Loan and
deliver to the Master Servicer, in the case of the Mortgagor, or in the case of the Master Servicer, hold the same on behalf of
the Trust Fund and, if applicable, the related Companion Loan Holder; provided that, subject to the related Mortgage Loan
Documents, the Master Servicer shall not accept the amounts paid by the related Mortgagor to effect defeasance until acceptable
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other
securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) have been identified, in each case which are acceptable
as defeasance collateral under the then most recently published current guidelines of the Rating Agencies. Notwithstanding the
foregoing, with respect to certain Mortgage Loans originated or acquired by Column, UBSRES, BSPCC, Bancorp and Bank of New York
Mellon that are subject to defeasance, (i) each of Column, UBSRES, BSPCC, Bancorp and Bank of New York Mellon has retained on behalf
of itself or its affiliate the right, if any, to establish or designate the successor borrower and (ii) each of Column, UBSRES,
BSPCC and Bank of New York Mellon 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 Column, UBSRES, BSPCC, Bancorp and Bank
of New York Mellon, as applicable, in the case of the Mortgage Loans for which Column, UBSRES, BSPCC, Bancorp and Bank of New York
Mellon, as applicable is the related Mortgage Loan Seller. Until such time as Column, UBSRES, BSPCC, Bancorp and Bank of New York
Mellon, 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 Column, UBSRES, BSPCC, Bancorp and Bank of New York Mellon, as applicable, pursuant
to the notice provisions hereof.


 



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(ii)          The
Master Servicer shall require, to the extent the Mortgage Loan Documents grant the mortgagee discretion to so require, delivery
of an Opinion of Counsel (which shall be an expense of the related Mortgagor to the extent consistent with the related Mortgage
Loan Documents) to the effect that the Trustee on behalf of the Certificateholders has a first priority security interest in the
defeasance deposit and the “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment thereof is valid
and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance
shall be in form and substance acceptable to the Master Servicer.


 


(iii)         The
Master Servicer shall obtain, to the extent the Mortgage Loan Documents grant the mortgagee discretion to so obtain, a certificate
(which shall be an expense of the related Mortgagor to the extent consistent with the related Mortgage Loan Documents) from an
Independent certified public accountant certifying that the “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), comply
with the requirements of the related Loan Agreement or Mortgage.


 


(iv)          To
the extent consistent with the related Mortgage Loan Documents, prior to permitting release of any Mortgaged Properties through
defeasance, the Master Servicer shall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; provided that
the Master Servicer shall not be required to obtain such Rating Agency Confirmation from any Rating Agency to the extent that the
Master Servicer has delivered a defeasance certificate to each Rating Agency substantially in the form of Exhibit DD to
this Agreement for any Mortgage Loan that, at the time of such defeasance, is (x) not one of the ten largest Mortgage Loans by
Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage
Loan that represents less than 5% of the Stated Principal Balance of all Mortgage Loans.


 


(v)          If
the Mortgage Loan or Serviced Whole Loan permits the related Mortgagor or the lender or its designee to cause an accommodation
Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Mortgagor’s
cost and expense (and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to consent to such
assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the Trustee and the Certificate
Administrator has received a Rating Agency Confirmation (if such confirmation is required pursuant to the then most recently published
guidelines of the Rating Agencies).


 


(vi)         To
the extent consistent with the related Mortgage Loan Documents, the Master Servicer shall require the related Mortgagor to pay
all costs and expenses incurred in connection with the defeasance of the related Mortgage Loan or Serviced Whole Loan. In the event
that the Mortgagor is not required to pay any such costs and expenses under


 



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the terms of the Mortgage Loan Documents, such costs
and expenses shall be Additional Trust Fund Expenses.


 


(vii)        In
no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency Confirmation
(or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions to approval
of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating
Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be imposed as a
result of the violation of applicable law or the Mortgage Loan Documents).


 


(viii)       The
Master Servicer may accept as defeasance collateral of any “government security,” within the meaning of Treasury Regulation’s
Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Mortgage Loan Documents; provided
that the Master Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not endanger the
status of either Trust REMIC as a REMIC or result in the imposition of a tax upon either Trust REMIC or the Trust Fund (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” as set forth in Section 860G(c) of the Code).


 


(e)          Notwithstanding
any other provision of this Section 3.09, without any other approval or consent, the Master Servicer (for Mortgage Loans
and Serviced Whole Loans other than Specially Serviced Loans) or the Special Servicer (for Specially Serviced Loans) may grant
and process a Mortgagor’s request for (i) consent to subject the related Mortgaged Property to an immaterial easement, a
right of way or similar agreement for utilities, access, parking, public improvements or another purpose, (ii) consent to subordination
of the related Mortgage Loan or Serviced Whole Loan to such easement, right of way or similar agreement and (iii) consent to any
other matter that is not a Major Decision or (other than in the case of the Special Servicer) Special Servicer Decision; provided
that the Master Servicer or Special Servicer, as applicable, (a) shall have determined in accordance with the Servicing Standard
that such easement, right of way or similar agreement or other matter will not materially and adversely affect the operation or
value of such Mortgaged Property or the Trust Fund’s interest in the Mortgaged Property and (b) shall have determined that
such easement, right of way or similar agreement or other matter will not cause either Trust REMIC to fail to qualify as a REMIC
at any time that any Certificates are outstanding. The Master Servicer or the Special Servicer may rely on an Opinion of Counsel
in making any such determination under clause (b) above.


 


Section 3.10     Appraisal
Reductions; Realization Upon Defaulted Mortgage Loans.


 


(a)          Promptly
upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan), the Special Servicer
shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may be, the
costs of which shall be advanced by, and reimbursable to the Master Servicer, as a


 



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Property Advance (or as an expense of the Trust
Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance);
provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged
Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines
in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage
Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates
to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced
Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder.


 


The Certificate Principal
Balance of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced
Certificates and the Controlling Class as well as the occurrence of a Control Termination Event) as of any date of determination
to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal
Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances of the following
Classes of Certificates in the following order of priority: first, to the 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
to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and (v)
Class A-SB Certificates, based on their respective Certificate Principal Balances (provided in each case that no Certificate Principal
Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated
for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination
Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis.


 


The Special Servicer
shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction
Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice of such determination of any such
Appraisal Reduction Amount to the Certificate Administrator’s website.


 


Any Appraisal Reduction
Amounts with respect to a Serviced Whole Loan (other than the Charles River Plaza North Whole Loan) shall be allocated to the related
Mortgage Loan and each related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the
respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal
Reduction Amounts with respect to the Charles River Plaza North Whole Loan shall be allocated first to the related Subordinate
Companion Loan, up to its principal balance, and then to the related Mortgage Loan and the related Pari Passu Companion Loan(s)
on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related
Mortgage Loan and the related Pari Passu Companion Loan(s).


 



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The Holders of Certificates
representing the majority of the Certificate Principal Balance of any Class of Control Eligible Certificates that is or would be
determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation
of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal
Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal
Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the
Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional
Appraisal Practice (as confirmed by the Special Servicer), and the Appraisal scope and analysis (but not the valuation) shall be
reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the
Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination
within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount.


 


In addition to the foregoing,
the Holders of Certificates representing the majority of the Certificate Principal Balance of any Appraised-Out Class shall have
the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which
an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged
Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised
Value, and the Special Servicer shall use its reasonable efforts to ensure that such Appraisal is delivered within 30 days from
receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis
by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such
Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the
related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred
that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties.


 


Upon receipt of an Appraisal
provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested
by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount,
the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional
Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal
Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be
reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any
such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s
Website. Notwithstanding the foregoing, the holder of the Charles River Plaza North Subordinate Companion Loan shall be entitled
to post cash collateral or a letter of credit pursuant to the Charles River Plaza North Co-Lender Agreement to offset any Appraisal
Reduction Amount with respect to the Charles River Plaza North Whole Loan and/or to require the Special Servicer to order a new
appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Charles River Plaza
North Co-Lender Agreement. If the holder of the Charles River Plaza North Subordinate Companion


 



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Loan delivers any “Threshold
Event Collateral” (as defined in the Charles River Plaza North Co-Lender Agreement), then such Threshold Event Collateral
shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the
Charles River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Charles River Plaza
North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall
deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes
of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries
contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit
of the holder of the Charles River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit
and draws thereon) 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 holder of the Charles River Plaza North Subordinate Companion
Loan for federal income tax purposes, which holder of the Charles River Plaza North Subordinate Companion Loan shall remain liable
for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held
in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws,
to make such payments and reimbursements as are contemplated by the Charles River Plaza North Co-Lender Agreement, including (to
the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended
by the Charles River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral.


 


Appraisals that are permitted
to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition
to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this
Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.


 


(b)          In
connection with any foreclosure, enforcement of the Mortgage Loan Documents or other acquisition, the Master Servicer in accordance
with Section 3.20 of this Agreement shall pay the out-of-pocket costs and expenses in any such proceedings as a Property
Advance unless the Master Servicer or Special Servicer determines, in accordance with the Servicing Standard, that such Advance
would constitute a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master
Servicer out of the Collection Account). The Master Servicer shall be entitled to reimbursement of Advances (with interest at the
Advance Rate) made pursuant to the preceding sentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.


 


Subject to Section
3.21 of this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws
of the state where the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment
against the related Mortgagor, if available, or any other liable party if the laws of the state do not permit such a deficiency
judgment after a non-judicial foreclosure or if the Special Servicer determines, in accordance with the Servicing Standard, that
the likely recovery if a deficiency judgment is obtained will not be sufficient to warrant the cost, time, expense and/or


 



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exposure
of pursuing the deficiency judgment and such determination is evidenced by an Officers’ Certificate delivered to the Trustee,
the Certificate Administrator, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event) and any related Companion Loan Holder; provided that to the extent the related Serviced Companion Loan
has been included in a securitization transaction, all notices and documentation required to be provided to the related Serviced
Companion Loan Holder shall be provided to the Other Master Servicer under such securitization transaction.


 


In the event that title
to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be
issued to the Trustee, to a co-trustee or to its nominee (which shall not include the Master Servicer but may be a single member
limited liability company owned by the Trust and managed by the Special Servicer pursuant to the terms of this Agreement) or a
separate trustee or co-trustee on behalf of the Trustee as holder of the Lower-Tier Regular Interests and on behalf of the holders
of the Certificates and, if applicable, the related Serviced Companion Loan Holders. Notwithstanding any such acquisition of title
and cancellation of the related Mortgage Loan or Serviced Whole Loan, such Mortgage Loan shall (except for purposes of Section
9.01) be considered to be an REO Mortgage Loan held in the Trust Fund until such time as the related REO Property shall be
sold by the Trust and shall be reduced only by collections net of expenses.


 


(c)          Notwithstanding
any provision to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal property pursuant
to this Section 3.10 unless either:


 


(i)           such
personal property is (in the good faith judgment of the Special Servicer) incident to real property (within the meaning of Code
Section 856(e)(1)) so acquired by the Special Servicer for the benefit of the Trust Fund; or


 


(ii)          the
Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund)
to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on a Trust REMIC
under the REMIC Provisions or cause a Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as
a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.


 


(d)          Notwithstanding
any provision to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall, on behalf of the Trust
Fund or, if applicable, the related Companion Loan Holder, obtain title to any direct or indirect partnership or membership interest
or other equity interest in any Mortgagor pledged pursuant to any pledge agreement, unless the Master Servicer or the Special Servicer
shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund) to the effect that
the holding of such partnership or membership interest or other equity interest by the Trust Fund will not cause the imposition
of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for federal income
tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust at any time that any Certificate is outstanding.


 



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(e)          Notwithstanding
any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund, or, if
applicable, the related Serviced Companion Loan Holders, obtain title to a Mortgaged Property as a result of foreclosure or by
deed in lieu of foreclosure or otherwise, or obtain title to any direct or indirect partnership or membership interest in any Mortgagor
pledged pursuant to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and shall not otherwise acquire
possession of, or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Custodian,
the Trustee, the Certificate Administrator or the Trust Fund or the Certificateholders or, if applicable, the related Companion
Loan Holders, would be considered to hold title to, or be a mortgagee-in-possession of, or to be an “owner” or “operator”
of, such Mortgaged Property within the meaning of the federal Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended from time to time, or any comparable law, unless the Special Servicer has previously determined in accordance
with the Servicing Standard, based on an updated environmental assessment report prepared by an Independent Person who regularly
conducts environmental audits, 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 Trust Fund and, if applicable, any related Serviced Companion Loan Holder
(as a collective whole) to take such actions as are necessary to bring such Mortgaged Property in compliance therewith; 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 Trust Fund and,
if applicable, any related Serviced Companion Loan Holder(s) (as a collective whole as if the Trust Fund and, if applicable, the
related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of the Charles River Plaza North Whole
Loan, taking into account the subordinate nature of any related Subordinate Companion Loan) to take such actions with respect to
the affected Mortgaged Property as could be required by such law or regulation. In the event that the environmental assessment
first obtained by the Special Servicer with respect to a Mortgaged Property indicates that such Mortgaged Property may not be in
compliance with applicable environmental laws or that Hazardous Materials may be present but does not definitively establish such
fact, the Special Servicer shall cause such further environmental tests to be conducted by an Independent Person who regularly
conducts such tests as the Special Servicer shall deem prudent to protect the interests of Certificateholders and any related Companion
Loan Holder. Any such tests shall be deemed part of the environmental assessment obtained by the Special Servicer for purposes
of this Section 3.10.


 


In the event that the
Special Servicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related Companion Loan Holder,
the Special Servicer may, in its discretion, establish a single member limited liability company with the Trust Fund and, if


 



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applicable,
any related Serviced Companion Loan Holder, as the sole owner to hold title to such Mortgaged Property.


 


(f)          The
environmental assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within three months of the
determination that such assessment is required by any Independent Person who regularly conducts environmental audits for purchasers
of commercial property where the Mortgaged Property is located, as determined by the Special Servicer in a manner consistent with
the Servicing Standard and, if applicable, any secured creditor impaired property policy issued on or prior to the Closing Date
with respect to any Mortgage Loan (including that the environmental assessment identify any potential pollution conditions (as
defined in the environmental insurance policy) with respect to the related Mortgaged Property). The Master Servicer shall advance
the cost of preparation of such environmental assessments unless the Master Servicer determines, in accordance with the Servicing
Standard, that such Advance would be a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and
paid by the Master Servicer out of the Collection Account). The Master Servicer shall be entitled to reimbursement of Advances
(with interest at the Advance Rate) made pursuant to the preceding sentence in the manner set forth in Section 3.06 of this
Agreement. Copies of any environmental assessment prepared pursuant to Section 3.10(e) of this Agreement shall be provided
to the Certificateholder of any Regular Certificates and any related Companion Loan Holder upon written request to the Special
Servicer.


 


(g)          If
the Special Servicer determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged Property is not in compliance
with applicable environmental laws but that it is in the best economic interest of the Trust Fund and any related Companion Loan
Holder(s), as a collective whole as if the Trust Fund and any related Companion Loan Holder constituted a single lender, to take
such actions as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer determines pursuant
to Section 3.10(e)(ii) of this Agreement that the circumstances referred to therein relating to Hazardous Materials are
present but that it is in the best economic interest of the Trust Fund and any related Companion Loan Holder(s), as a collective
whole as if the Trust Fund and any related Companion Loan Holder(s) constituted a single lender, to take such action with respect
to the containment, clean-up or remediation of Hazardous Materials affecting such Mortgaged Property as is required by law or regulation,
the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust Fund and any related Companion
Loan Holder(s), as a collective whole as if the Trust Fund and any related Companion Loan Holder(s) constituted a single lender.
The Master Servicer shall pay the cost of any such compliance, containment, clean-up or remediation from the Collection Account.


 


(h)          The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
IRS 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 Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer shall report
to the IRS and the related Mortgagor, in the manner required by applicable law, such information and the Master Servicer shall
report, via IRS Form 1099C, all forgiveness of indebtedness to the extent such information has been provided to the Master Servicer
by the Special Servicer. Upon request, the Master Servicer shall


 



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deliver a copy of any such report to the Trustee, the Certificate
Administrator and, if affected, to any related Companion Loan Holder.


 


Section
3.11     Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files. Upon
the payment in full of any Mortgage Loan or Serviced Whole Loan or the receipt by the Master Servicer or the Special Servicer
of a notification that payment in full has been escrowed in a manner customary for such purposes, the Master Servicer or the
Special Servicer shall immediately notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the
related Companion Loan Holder by delivery of a certification (which certification 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 3.05 of this Agreement have been or will be so deposited) of a Servicing
Officer and shall request delivery to it of the Mortgage File. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Trust Fund.


 


From time to time upon
request of the Master Servicer or Special Servicer and delivery to the Custodian of a Request for Release, the Certificate Administrator
shall promptly cause the Custodian to release the Mortgage File (or any portion thereof) designated in such Request for Release
to the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the Custodian, or in the event of a
liquidation or conversion of the Mortgage Loan or Serviced Whole Loan into an REO Property, receipt by the Trustee and the Certificate
Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Whole 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 have been so deposited, or that such Mortgage Loan or Serviced Whole Loan has become an REO Property, the Custodian shall
deliver a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable.


 


Within three (3) Business
Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer
any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys
and reasonably acceptable to the Trustee, 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 Loan or Serviced Whole Loan, or to obtain
a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Loan Documents or otherwise available
at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee
and a statement 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 or other security agreement, except for the termination of such
a lien upon completion of the foreclosure or trustee’s sale.


 


If from time to time,
pursuant to the terms of the Co-Lender Agreement and the applicable Other Pooling and Servicing Agreement related to a Non-Serviced
Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Non-Serviced Mortgage Loan,
the applicable Other Master Servicer, the applicable Other Special Servicer or other similar party requests delivery to it of the
original Note(s) for such Non-


 



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Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit
C attached hereto to the Custodian, and the Custodian shall release or cause the release of such original Note(s) to the requesting
party or its designee. In connection with the release of the original Note(s) for a Non-Serviced Mortgage Loan in accordance with
the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the applicable
Other Master Servicer, the applicable Other Special Servicer or such other similar party, as the case may be, of such original
Note(s) as custodian on behalf of and for the benefit of the Trustee.


 


Section 3.12     Servicing
Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.


 


(a)          As
compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan and REO Mortgage
Loan (including the Non-Serviced Mortgage Loans) and each Companion Loan and REO Companion Loan that is included as part of a Serviced
Whole Loan and each Collection Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account
and/or, in the case of a Serviced Whole Loan or portion thereof, the related Serviced Whole Loan Custodial Account as set forth
in Section 3.06(a)(iii) and Section 3.06(a)(vi) and/or Section 3.06A of this Agreement, as applicable. In
addition, the Master Servicer shall be entitled to receive, as additional servicing compensation, (i) 100% of any Excess Modification
Fees with respect to a modification, waiver, extension or amendment of a non-Specially Serviced Mortgage Loan agreed to by the
Master Servicer pursuant to Section 3.24 of this Agreement that did not require the approval of the Special Servicer, (ii)
50% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a non-Specially Serviced
Mortgage Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement (whether or not the Special
Servicer elects to handle all related processing), (iii) 100% of any fee actually paid by a Mortgagor in connection with a defeasance
of a Serviced Loan as contemplated under Section 3.09 of this Agreement (provided, however, that 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 under this Agreement, shall be paid by the Master Servicer
to the Special Servicer), (iv) 100% of any Assumption Fees with respect to a non-Specially Serviced Mortgage Loan consented to
by the Master Servicer that did not require the approval of the Special Servicer, (v) 50% of any Assumption Fees with respect to
a non-Specially Serviced Mortgage Loan consented to by the Special Servicer (whether or not the Special Servicer elects to handle
all related processing), (vi) the aggregate Prepayment Interest Excess (exclusive of any portion thereof attributable to a Non-Serviced
Mortgage Loan), but only to the extent such amount is not required to be included in any Compensating Interest Payment, in each
case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05
of this Agreement, (vii) 100% of Ancillary Fees (other than fees for insufficient or returned checks) and assumption application
fees actually received from Mortgagors on non-Specially Serviced Mortgage Loan, (viii) 100% of Consent Fees with respect to a non-Specially
Serviced Mortgage Loan that did not require the approval of the Special Servicer, (ix) 50% of any Consent Fees with respect to
a non-Specially Serviced Mortgage Loan consented to by the Special Servicer (whether or not the Special Servicer elects to handle
all related processing), (x) 100% of Excess Penalty Charges paid by the Mortgagors with respect to any Mortgage Loan


 



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(other than
a Non-Serviced Mortgage Loan) other than Excess Penalty Charges accrued during the period such Mortgage Loan is a Specially Serviced
Loan, (xi) 100% of fees for insufficient or returned checks actually received from Mortgagors on all Mortgage Loans (other than
a Non-Serviced Mortgage Loan) and Serviced Companion Loans, and (xii) in the case of any ARD Loan, 100% of any extension fee actually
paid by the related Mortgagor in connection with the Mortgagor’s option to exercise the related Anticipated Repayment Date
option pursuant to the related Loan Documents unless the Special Servicer’s consent is required, then 50% of any such extension
fee; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts described in clauses (i)
through (v) above as additional compensation with respect to a specific Mortgage Loan or Whole Loan, as applicable, with respect
to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default
has been cured (or has been waived in accordance with the terms of this Agreement) and all delinquent amounts required to have
been paid by the Mortgagor, Advance Interest Amounts and Additional Trust Fund Expenses (other than Special Servicing Fees, Workout
Fees and Liquidation Fees) both (x) due with respect to such Mortgage Loan or Whole Loan, as applicable, and (y) in the case of
expense items, that arose within the last 12 months, have been paid. The Master Servicer shall also be entitled pursuant to, and
to the extent provided for in  Section 3.06(a)(iii), 3.06A
and 3.07(b), to withdraw from the Collection Account and the Serviced Whole Loan Custodial Accounts and to receive from
any Mortgagor Accounts (to the extent not payable to the related Mortgagor under a Mortgage Loan or Serviced Whole Loan or applicable
law) any interest or other income earned on deposits therein. Interest or other income earned on funds in the Collection Account,
Serviced Whole Loan Custodial Account and Mortgagor Accounts (to the extent consistent with the related Mortgage Loan Documents),
shall be paid to the Master Servicer as additional servicing compensation and interest or other income earned on funds in any REO
Account shall be payable to the Special Servicer.


 


Midland Loan Services,
a Division of PNC Bank, National Association and any successor holder of the Excess Servicing Fee Rights shall be entitled, at
any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not
in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided
that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment
is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws
and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall
have delivered to the Depositor a certificate substantially in the form attached as Exhibit CC-1 to this Agreement, and
(iii) the prospective transferee shall have delivered to Midland Loan Services, a Division of PNC Bank, National Association and
the Depositor a certificate substantially in the form attached as Exhibit CC-2 to this Agreement. None of the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor or the Certificate Registrar is obligated to register or qualify
an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required
under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or
qualification. Midland Loan Services, a Division of PNC Bank, National Association and each holder of an Excess Servicing Fee Right
desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and Midland Loan Services,
a Division of PNC Bank, National Association hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance
of such Excess Servicing Fee Right shall be


 



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deemed to have agreed, in connection with any transfer of such Excess Servicing Fee
Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Initial Purchasers,
the Certificate Administrator, the Trustee, the Custodian, the Master Servicer, the Operating Advisor, the Certificate Registrar
and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification
under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and
state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right,
the holder thereof shall be deemed to have agreed not to use or disclose any information received in connection with its acquisition
and holding of such Excess Servicing Fee Right in any manner that could result in a violation of any provision of the Securities
Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee
Right, the Person then acting as the Master Servicer shall pay, out of each amount paid to such Master Servicer as Servicing Fees
with respect to each related Mortgage Loan or REO Mortgage Loan, as the case may be, the related Excess Servicing Fees to the holder
of such Excess Servicing Fee Right within one (1) Business Day following the payment of such Servicing Fees to the Master Servicer,
in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer. The holder of an
Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this
paragraph. None of the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Depositor, the Special
Servicer, the Trustee or the Custodian shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the
assignment or transfer of the Excess Servicing Fee Right.


 


Except as otherwise provided
herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including
all fees of any Sub-Servicers retained by it.


 


The Master Servicer will
not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan.


 


Notwithstanding anything
herein to the contrary, in the case of a Serviced Whole Loan, in no event shall Servicing Fees with respect to the related Mortgage
Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Companion Loan(s),
and in no event shall Servicing Fees with respect to the related Companion Loan(s) (including an REO Companion Loan) be payable
out of payments and other collections with respect to the related Mortgage Loan or the Mortgage Pool. In addition, with respect
to the Charles River Plaza North Subordinate Companion Loan, in no event shall Servicing Fees with respect to such Companion Loan
(including an REO Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or
the Mortgage Pool. This paragraph is in no way intended to limit the
rights, if any, of the Master Servicer under the related Co-Lender Agreement to seek payment of unpaid Servicing Fees with respect
to any Pari Passu Companion Loan from the related Companion Loan Holder.


 


(b)          As
compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage
Loan to its portion of the


 



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Trustee/Certificate Administrator Fee, and the Certificate Administrator shall be entitled with respect
to each Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee. The Certificate Administrator shall pay the
Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. Except as otherwise provided herein, the Trustee/Certificate
Administrator Fee includes all routine expenses of the Trustee, the Certificate Registrar, the Paying Agent, the Certificate Administrator
and the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Trustee/Certificate
Administrator Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s
or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement.


 


(c)          As
compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced Loan
(including each Companion Loan that is included as part of each Serviced Whole Loan) and each Interest Accrual Period, to the Special
Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in the case of a Serviced Whole
Loan or portion thereof, the related Serviced Whole Loan Custodial Account as set forth in Section 3.06(a)(iv) and Section
3.06(a)(vi) and 3.06A. The Special Servicer’s rights to 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 Fee with respect to any Non-Serviced Mortgage
Loan. In addition, the Special Servicer shall be entitled to receive, as additional servicing compensation, (i) 50% of any Excess
Modification Fees with respect to a modification, waiver, extension or amendment of a non-Specially Serviced Loan and/or any Serviced
Companion Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement (whether or not the Special
Servicer elects to handle all related processing), (ii) 100% of any Excess Modification Fees with respect to a modification, waiver,
extension or amendment of a Specially Serviced Loan consented to by the Special Servicer pursuant to Section 3.24 of this
Agreement, (iii) 100% of any Assumption Fees with respect to a Specially Serviced Loan, (iv) 50% of any Assumption Fees with respect
to a non-Specially Serviced Loan and/or any Serviced Companion Loan consented to by the Special Servicer (whether or not the Special
Servicer elects to handle all related processing), (v) 100% of Ancillary Fees (other than fees for insufficient or returned checks)
and assumption application fees actually received from Mortgagors on Specially Serviced Loans, (vi) 100% of Consent Fees with respect
to a Specially Serviced Loan, (vii) 50% of any Consent Fees with respect to a non-Specially Serviced Loan and/or any Serviced Companion
Loan consented to by the Special Servicer (whether or not the Special Servicer elects to handle all related processing), (viii)
100% of Excess Penalty Charges paid by the Mortgagors with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and/or Serviced Whole Loan accrued during the period any such Mortgage Loan is a Specially Serviced Loan, (ix) any interest or
other income earned on deposits in the REO Accounts for any REO Mortgage Loan (other than the Non-Serviced Mortgage Loans). The
Special Servicer shall not be entitled to any Special Servicing Fees, Liquidation Fees or Workout Fees, with respect to the Non-Serviced
Mortgage Loans, (x) in the case of an ARD Loan that is a Specially Serviced Loan (other than the Non-Serviced Mortgage Loans) for
which it is the Special Servicer, 100% of any extension fee actually paid by the related Mortgagor in connection with the Mortgagor’s
option to exercise the related Anticipated Repayment Date option pursuant to the related Loan Documents and (xi) in the case of
an ARD Loan that is a non-Specially Serviced Loan (other than the Non-Serviced Mortgage Loans) for which it is the Special Servicer,
50% of any extension fee actually paid by the related Mortgagor


 



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in connection with the Mortgagor’s option to exercise the
related Anticipated Repayment Date option pursuant to the related Loan Documents consented to by the Special Servicer (whether
or not the Special Servicer elects to handle all related processing).


 


Except as otherwise provided
herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.


 


The Special Servicer
shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage
Loan at the Workout Fee Rate on such Mortgage Loan or Serviced Whole Loan for so long as it remains a Corrected Mortgage Loan.
The Special Servicer shall not be entitled to any Workout Fee with respect to any Non-Serviced Mortgage Loan. The Workout Fee with
respect to any Corrected Mortgage 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 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 Serviced Whole Loans (1) that became Corrected Mortgage Loans prior to the time of that
termination or resignation (except the Workout Fees will no longer be payable if any such Mortgage Loan or Serviced Whole Loan
subsequently becomes a Specially Serviced Loan); and (2) for which the resigning or terminated Special Servicer had 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 Mortgage Loan solely because
the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected
Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. In either case, the successor
special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer shall also be entitled to additional
servicing compensation in the form of a Liquidation Fee (other than with respect to the Non-Serviced Mortgage Loans) payable out
of the Liquidation Proceeds prior to the deposit of the Net Liquidation Proceeds in the Collection Account or the Serviced Whole
Loan Custodial Account, as applicable. However, no Liquidation Fee will be payable in connection with, or out of, Liquidation Proceeds
as set forth in the final two provisos of the definition of “Liquidation Fee” herein. 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 any specific collections or proceeds on any Mortgage Loan or Serviced Whole Loan. For purposes of the foregoing provisions
of this Section 3.12(c), a termination and removal of the Special Servicer under Section 6.08 of this Agreement shall
be deemed to constitute a termination without cause.


 


If at any time a Mortgage
Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall use its reasonable efforts to collect
the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor pursuant to the related
Mortgage Loan Documents, including exercising all remedies available under such Mortgage Loan Documents that would be in accordance
with the Servicing Standard, specifically taking into account the costs or likelihood of success of any such collection efforts
and the Realized Loss that would be incurred by Certificateholders in connection therewith as opposed to the Realized Loss that
would be incurred as a result of not collecting such amounts from the related Mortgagor.


 



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The Special Servicer
shall not be entitled to any Liquidation Fee with respect to any Non-Serviced Mortgage Loan or any Non-Serviced Companion Loan.


 


Notwithstanding anything
herein to the contrary, in the case of a Serviced Whole Loan, in no event shall Special Servicing Compensation with respect to
the related Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to the
related Pari Passu Companion Loan, and in no event shall Special Servicing Compensation with respect to the related Pari Passu
Companion Loan (including an REO Companion Loan) be payable out of payments and other collections with respect to the related Mortgage
Loan or the Mortgage Pool. In addition, with respect to the Charles River Plaza North Subordinate Companion Loan, in no event shall
Special Servicing Compensation with respect to such Companion Loan (including an REO Companion Loan) be payable out of payments
and other collections with respect to the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended to limit
the rights of the Special Servicer under the related Co-Lender Agreement to seek payment of unpaid Special Servicing Compensation
with respect to any Companion Loan from the related Companion Loan Holder.


 


(d)          The
Master Servicer, Special Servicer, the Certificate Administrator and Trustee shall be entitled to reimbursement from the Trust
Fund for the costs and expenses incurred by them in the performance of their duties under this Agreement which are “unanticipated
expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses shall
include, by way of example and not by way of limitation, environmental assessments, Appraisals in connection with foreclosure,
the fees and expenses of any administrative or judicial proceeding and expenses expressly identified as reimbursable in Section
3.06(a)(vi) of this Agreement.


 


(e)          No
provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their
duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business judgment of
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment of such
funds would not be ultimately recoverable from late payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation
Proceeds and other collections on or in respect of the Mortgage Loans or Serviced Whole Loan, (to the extent recovery is permitted
from a Serviced Whole Loan hereunder) or from adequate indemnity from other assets comprising the Trust Fund against such risk
or liability.


 


If the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request or inquiry from a
Mortgagor, any Certificateholder or any other Person the response to which would, as determined by the Master Servicer or the Special
Servicer in accordance with the Servicing Standard or by the Operating Advisor in its commercially reasonable judgment or the Certificate
Administrator’s or the Trustee’s in its good faith business judgment require the assistance of Independent legal counsel
or other consultant to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee
the cost of which would not be an expense of the Trust Fund hereunder, then the Master Servicer, the Special Servicer, the Operating
Advisor, the


 



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Certificate Administrator or the Trustee, as the case may be, shall not be required to take any action in response
to such request or inquiry unless the Mortgagor or such Certificateholder or such other Person, as applicable, makes arrangements
for the payment of the Master Servicer’s, the Special Servicer’s, the Operating Advisor’s, the Certificate Administrator’s
or the Trustee’s expenses associated with such counsel (including, without limitation, posting an advance payment for such
expenses) satisfactory to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the
Trustee as the case may be, in its sole discretion. Unless such arrangements have been made, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Trustee as the case may be, shall have no liability to any Person for
the failure to respond to such request or inquiry.


 


(f)          With
respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer, without
charge, and within 2 Business Days following the related Determination Date, and the Master Servicer shall deliver to the Certificate
Administrator, if and to the extent received thereby, without charge on the same day as the Master Servicer is required to deliver
the CREFC® Investor Reporting Package for such Collection Period, an electronic report that discloses and contains
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the
related Collection Period; provided that no such report shall be due in any month during which no Disclosable Special Servicer
Fees were received.


 


(g)          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 or rebates) from any Person (including, without limitation,
the Trust, any Mortgagor, any Manager, any guarantor or indemnitor in respect of a Mortgage Loan or Companion Loan and any purchaser
of any Mortgage Loan, Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage
Loan or Serviced Whole 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 3.12; provided that such prohibition
shall not apply to Permitted Special Servicer/Affiliate Fees. For the avoidance of doubt, the Special Servicer is entitled to receive
any Permitted Special Servicer/Affiliated Fees under this Agreement.


 


(h)          If
the WPC Department Store Portfolio Mortgage Loan becomes a Specially Serviced Loan prior to the WPC Department Store Portfolio
Securitization Date, the Special Servicer shall service and administer the related Whole Loan and any related REO Property in the
same manner as any other Specially Serviced Loan or REO Property and shall be entitled to all rights and compensation earned with
respect to such Serviced Whole Loan during the period for which it acts as Special Servicer of such Serviced Whole Loan. With respect
to the WPC Department Store Portfolio Mortgage Loan, prior to the WPC Department Store Portfolio Securitization Date, no other
special servicer will be entitled to any such compensation or have such rights and obligations. If the WPC Department Store Portfolio
Mortgage Loan is still a Specially Serviced Loan on the WPC Department Store Portfolio Securitization Date, the related Other Special
Servicer and the Special Servicer shall be entitled to compensation with respect to the related Whole Loan as if the Special Servicer
were being terminated as Special Servicer and the related Other Special Servicer were replacing it as the successor special servicer.
Upon receipt of notice of its termination as Special Servicer with respect to the WPC Department Store


 






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Portfolio Mortgage Loan,
as applicable, the Special Servicer shall reasonably cooperate with the related Other Special Servicer in connection with the servicing
transition of the WPC Department Store Portfolio Mortgage Loan on and after the WPC Department Store Portfolio Securitization Date.


 


Section
3.13     Compensating Interest Payments. The Master Servicer shall deliver to the Certificate
Administrator for deposit in the Lower-Tier Distribution Account on each Master Servicer Remittance Date, without any right
of reimbursement therefor, an amount equal to the lesser of (i) the aggregate of all Prepayment Interest Shortfalls incurred
in connection with Principal Prepayments received in respect of the Mortgage Loans or Serviced Companion Loans (other than
the Specially Serviced Loans, the Non-Serviced Mortgage Loans, and Defaulted Mortgage Loans), other than Principal
Prepayments received in connection with the receipt of Insurance Proceeds or Condemnation Proceeds or otherwise incurred with
the consent of the Special Servicer or the Controlling Class Representative, during the most recently ended Prepayment
Period, and (ii) the sum of (A) the aggregate Servicing Fees with respect to each Mortgage Loan, Serviced Companion Loan, REO
Mortgage Loan and REO Serviced Companion Loan for which Servicing Fees are being paid in such Prepayment Period, up to a
maximum rate of 0.0025% per annum for the related Distribution Date and (B) all Prepayment Interest Excesses
received during the related Prepayment Period (and net investment earnings thereon); provided that the Master Servicer
shall pay (without regard to clause (ii) above) the aggregate of all Prepayment Interest Shortfalls otherwise
described in clause (i) above incurred in connection with Principal Prepayments received in respect of the Mortgage
Loans during the most recently ended Prepayment Period to the extent such Prepayment Interest Shortfalls were the result of
the Master Servicer’s failure to enforce the related Mortgage Loan Documents. No Compensating Interest Payments shall
be made by the Master Servicer for the Non-Serviced Mortgage Loans. Any Compensating Interest Payments made with respect to a
Serviced Companion Loan shall be paid to the related Serviced Companion Loan Holder.


 


Section 3.14     Application
of Penalty Charges and Modification Fees.


 


(a)          On
or prior to the second Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all Penalty Charges
and Modification Fees (to the extent permitted under the related Co-Lender Agreement and not applied pursuant to Section 3.06(a)(ii)
of this Agreement) received with respect to a Mortgage Loan, Serviced Whole Loan or a Non-Serviced Mortgage Loan (to the extent
remitted to the Master Servicer by the related Other Master Servicer and, in any event, subject to the related Co-Lender Agreement)
during the related Prepayment Period as follows:


 


(i)            first,
to the extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master Servicer, the Special
Servicer and/or the Trustee, as applicable, for all outstanding Advances (including unreimbursed Advances that have been determined
to be Nonrecoverable Advances), the related Advance Interest Amounts and other outstanding Additional Trust Fund Expenses (exclusive
of Special Servicing Fees, Workout Fees and Liquidation Fees) other than Borrower Delayed Reimbursements, in each case, with respect
to such Mortgage Loan or Serviced Whole Loan;


 






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(ii)          second;
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all Advances
(and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Whole Loan previously determined to be Nonrecoverable
Advances and previously reimbursed to the Master Servicer, the Special Servicer and/or Trustee, as applicable, from amounts on
deposit in the Collection Account (and such amounts will be retained or deposited in the Collection Account as recoveries of such
Nonrecoverable Advances and related Advance Interest Amounts) other than Borrower Delayed Reimbursements;


 


(iii)         third,
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all other
Additional Trust Fund Expenses (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) with respect to such Mortgage
Loan or Serviced Whole Loan previously paid from the Collection Account or Serviced Whole Loan Custodial Account (and such amounts
will be retained or deposited in the Collection Account or Serviced Whole Loan Custodial Account, as applicable, as recoveries
of such Additional Trust Fund Expenses) other than Borrower Delayed Reimbursements; and


 


(iv)  
       fourth, to the extent of any remaining Penalty Charges and any remaining
Modification Fees, to the Master Servicer or the Special Servicer, as applicable, as servicing compensation, pro rata,
based on their entitlement set forth in Section 3.12 of this Agreement prior to the applications set forth in clauses
(i) through (iii) above;


 


provided that, notwithstanding the
foregoing, in the case of a Serviced Whole Loan, Penalty Charges shall be allocated for the purposes and in the order set forth
in the related Co-Lender Agreement.


 


The Special Servicer
is not required to remit Penalty Charges and Modification Fees received by it from the Mortgagor to the extent such Penalty Charges
and Modification Fees would be allocated to the Special Servicer pursuant to this Section 3.14.


 


(b)          In connection
with the operation of the provisions of this Section 3.14, not later than the 25th day of the month in which each Distribution
Date occurs (beginning with the 25th day of the month following the first Collection Period in which an Additional Trust Fund Expense,
Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the Special Servicer a report in the form
reasonably agreed to by both the Master Servicer and the Special Servicer setting forth information regarding (1) the amount of
Penalty Charges and Modification Fees collected by the Master Servicer and the Special Servicer, as applicable, and (2) the related
loan expenses and other amounts paid to the Trust from such Penalty Charges and Modification Fees, in each case for the related
Collection Period or other reporting period as agreed to by the Master Servicer and the Special Servicer. The Master Servicer shall
respond promptly to any inquiries of the Special Servicer with respect to the contents of any such report and shall provide any
supporting information with respect thereto that is reasonably requested by the Special Servicer.


 


Section
3.15     Access to Certain Documentation. The Master Servicer and Special Servicer shall
provide to the Trustee, the Certificate Administrator, the Controlling Class


 






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Representative (but only prior
to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial
Purchasers, the Depositor and any Certificateholders and Companion Loan Holders that are, in the case of any Certificateholder
or Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and the OCC and the supervisory
agents and examiners of such boards and such corporations, and any other governmental or regulatory body to the jurisdiction of
which any Certificateholder or Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required
by applicable regulations of the Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being
afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer
or Special Servicer (which access shall be limited, in the case of the Companion Loan Holders or any regulatory authority seeking
such access in respect of the Companion Loan Holders, to records relating to the Companion Loans). Nothing in this Section 3.15
shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure
of information with respect to the Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as
provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this Section 3.15.


 


In connection with providing
or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Companion Loan Holder or any regulatory
authority that may exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer and the Special Servicer
may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient to cover the reasonable costs
and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space;
provided that no charge may be made if such information or access was required to be given or made available without charge
under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to the information
described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access)
a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master
Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a
beneficial holder of book entry Certificates and will keep such information confidential.


 


Upon the reasonable request
of any Certifying Certificateholder or Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the
expense of such Certificateholder or Companion Loan Holder) copies of any operating statements, rent rolls and financial statements
obtained by the Master Servicer or the Special Servicer.


 


In addition, in connection
with providing access to information pursuant to this Section 3.15, each of the Master Servicer and the Special Servicer
may (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 the execution of a reasonable confidentiality
agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of
information contained in the Servicing File for any Mortgage Loan or


 






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Companion Loan if the disclosure of such items would constitute
a waiver of the attorney-client privilege.


 


Each of the Master Servicer
and Special Servicer, as appropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to
verbally answer questions from the Operating Advisor (after the occurrence and during the continuance of a Control Termination
Event) and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event),
on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer, the Special Servicer,
the Operating Advisor and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative
shall reasonably agree, regarding the performance and servicing of the Mortgage Loans and Serviced Whole Loans and/or related REO
Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. With respect to each AB Whole
Loan where the Subordinate Companion Loan Holder or its designee is the related Whole Loan Directing Holder, upon request of such
Whole Loan Directing Holder, the Special Servicer shall make a knowledgeable Servicing Officer available via telephone conference
during regular business hours to verbally answer questions from such Whole Loan Directing Holder on a Business Day that is reasonably
convenient to the Special Servicer and such Whole Loan Directing Holder. In the event the Master Servicer or the Special Servicer
receives a request from the Controlling Class Representative to have a telephone conversation with respect to the AB Whole Loan
at a time when the Trust is not the related Whole Loan Directing Holder, then the Master Servicer or the Special Servicer, as applicable,
shall refer the Controlling Class Representative to the related Whole Loan Directing Holder. In connection with clause (ii)
above, the related Whole Loan Directing Holder shall be entitled but not obligated to be present and otherwise participate in such
telephone conference, and shall not have any obligation to answer questions. In connection with clause (ii) above, the Special
Servicer shall have no duty to the Trust Fund, the holders of the Controlling Class, the Controlling Class Representative or any
other Person to receive, consider or accept any advice from the Controlling Class Representative. The Special Servicer shall not
take any action, or alter any proposed action, in response to a communication from the Controlling Class Representative with respect
to the Charles River Plaza North Whole Loan or related Mortgage Loan (prior to a Whole Loan Control Appraisal Event) unless the
related Whole Loan Directing Holder has approved the same pursuant to the related Co-Lender Agreement or the Special Servicer determines
that the proposed action by the related Whole Loan Directing Holder does not comply with the Servicing Standard. In any event,
the Operating Advisor and the Controlling Class Representative agree to identify for the Master Servicer and the Special Servicer
in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced
Whole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative
shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification.


 


The Master Servicer may
(but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available
through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced
Companion Loans, the related Mortgaged Properties and/or the related Mortgagor that


 






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is not Privileged Information, for review by
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor.


 


After the occurrence
and during the continuance of a Control Termination Event, the Special Servicer shall deliver to the Operating Advisor such reports
and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally,
as requested by the Operating Advisor in support of the performance of the Operating Advisor’s obligations under this Agreement
in electronic format.


 


The Operating Advisor
hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties
as Operating Advisor under this Agreement and shall not disclose such information to any other Person or entity unless (i) with
respect to Privileged Information, pursuant to a Privileged Information Exception, or (ii) to the extent necessary to support its
conclusions in its Operating Advisor Annual Report required under Section 3.28 of this Agreement or to discharge its other
duties under this Agreement.


 


If any of the parties
to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due diligence services
such party may have provided with respect to the Trust Loan (“Due Diligence Service Provider”), such receiving
party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website. The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any Form
ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this Agreement, promptly
upon receipt thereof.


 


Section 3.16     Title
and Management of REO Properties.


 


(a)          In the event that
title to any Mortgaged Property (other than a Mortgaged Property with respect to a Non-Serviced Mortgage Loan) is acquired for
the benefit of Certificateholders (or, with respect to a Serviced Whole Loan, for the benefit of the Certificateholders and the
related Serviced Companion Loan Holder(s)) (as a collective whole as if such Certificateholders and Serviced Companion Loan Holder(s)
constituted a single lender) (either by the Trust Fund or by a single member limited liability company established for that purpose)
in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale
shall be taken in the name of a nominee of the Trustee (which shall not include the Master Servicer), or a separate trustee or
co-trustee, on behalf of the Trust Fund and the related Companion Loan Holders. The Special Servicer, on behalf of the Trust Fund,
shall sell any REO Property prior to the close of the third calendar year following the year in which the Lower-Tier REMIC acquires
ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Code Section
860G(a)(8), unless (i) the IRS grants (or does not deny) an extension of time (an “REO Extension”) to sell such
REO Property or (ii) the Special Servicer obtains an Opinion of Counsel for the Special Servicer, the Certificate Administrator
and the Trustee, addressed to the Special Servicer, the Certificate Administrator and the Trustee, to the effect that the holding
by the Lower-Tier REMIC of such REO Property subsequent to the close of the third calendar year following the year in which such
acquisition occurred will not result in the imposition of taxes on “prohibited transactions” (as defined in Code Section
860F) of either Trust REMIC, or cause


 






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either Trust REMIC to fail to qualify as a REMIC under the Code for federal income tax purposes
at any time that any Certificate is outstanding. If the Special Servicer is granted (or is 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 receiving 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 Fund payable out
of the Collection Account pursuant to Section 3.06(a) of this Agreement. The Special Servicer, on behalf of the Trust Fund
and any related Companion Loan Holder, in accordance with the Servicing Standard, shall dispose of any REO Property held by the
Trust Fund (i) prior to the last day of such period (taking into account extensions) by which such REO Property is required to
be disposed of pursuant to the provisions of the immediately preceding sentence in a manner provided under Section 3.17
of this Agreement and (ii) on the same terms and conditions as if it were the owner of such REO Property. The Special Servicer
shall manage, conserve, protect and operate each REO Property for the Certificateholders and, if applicable, the related Companion
Loan Holder, solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail
to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) or result in the receipt by the
Trust Fund of any “income from non-permitted assets” within the meaning of Code Section 860F(a)(2)(B) or (i) endanger
the status of either Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon either Trust REMIC or the Trust Fund.
The Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement,
to do any and all things in connection with any REO Property (other than with respect to the Non-Serviced Mortgage Loans) as are
consistent with the Servicing Standard and the terms of this Agreement, all on such terms and for such period as the Special Servicer
deems to be in the best interests of Certificateholders and, if applicable, the related Companion Loan Holder(s) (as a collective
whole as if such Certificateholders and, if applicable, the related Companion Loan Holder constituted a single lender), and, in
connection therewith, the Special Servicer shall only agree to the payment of management fees that it determines in its reasonable
business judgment to be substantially consistent with general market standards or to terms that are more favorable. Consistent
with the foregoing, the Special Servicer shall cause or permit to be earned with respect to such REO Property any “net income
from foreclosure property,” within the meaning of Code Section 860G(c), which is subject to tax under the REMIC Provisions
only if it has determined, and has so advised the Certificate Administrator in writing, that the earning of such income on a net
after-tax basis could reasonably be expected to result in a greater recovery on behalf of Certificateholders and, if applicable,
the related Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Companion
Loan Holder(s) constituted a single lender) than an alternative method of operation or rental of such REO Property that would not
be subject to such a tax. The Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property
separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated
custodial account (each, an “REO Account”), each of which shall be an Eligible Account and (subject to any changes
in the identities of the Special Servicer or the Trustee) shall be entitled “Rialto Capital Advisors, LLC, as Special Servicer,
on behalf of Wells Fargo Bank,


 






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National Association, as Trustee, for the registered Holders of CSAIL 2015-C3 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3 [in the case of an REO Property related to a Whole Loan: and
the related Companion Loan Holder, as their interests may appear], REO Account.” The Special Servicer shall be entitled to
withdraw for its account any interest or investment income earned on funds deposited in an REO Account to the extent provided in
Section 3.07(b) of this Agreement. The Special Servicer shall deposit or cause to be deposited in the REO Account within
one Business Day after receipt all revenues received by it with respect to any REO Property (other than Liquidation Proceeds, which
shall be remitted to the Collection Account), and shall withdraw therefrom funds necessary for the proper operation, management
and maintenance of such REO Property and for other Property Protection Expenses with respect to such REO Property, including:


 


(i)          all
insurance premiums due and payable in respect of any REO Property;


 


(ii)         all
real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;


 


(iii)        all
costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property including,
if applicable, the payments of any ground rents in respect of such REO Property; and


 


(iv)        any
taxes imposed on either Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05 of
this Agreement.


 


To the extent that such
REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special Servicer
has provided written notice of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency situation
or on an urgent basis, two (2) Business Days, provided that the written notice sets forth the nature of the emergency or
the basis of the urgency) prior to the date that such amounts are due, the Master Servicer shall advance the amount of such shortfall
unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable Advance
(in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account).
If the Master Servicer does not make any such Advance in violation of the immediately preceding sentence, the Trustee shall make
such Advance unless the Trustee determines that such Advance would be a Nonrecoverable Advance. The Trustee shall be entitled to
rely conclusively on any determination by the Master Servicer that an Advance, if made, would be a Nonrecoverable Advance. The
Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith business
judgment. The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with interest
at the Advance Rate) made pursuant to the preceding sentence, to the extent set forth in Section 3.06 and/or, if applicable,
Section 3.06A of this Agreement. The Special Servicer shall withdraw from each REO Account and remit to the Master Servicer
for deposit into the Collection Account, or, for a Serviced Whole Loan, the related Serviced Whole Loan Custodial Account, on a
monthly basis prior to the related Master Servicer Remittance Date the Net REO Proceeds


 






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received or collected from each REO Property
during the related Prepayment Period, except that in determining the amount of such Net REO Proceeds, the Special Servicer may
retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses.
Notwithstanding the foregoing, the Special Servicer shall not:


 


(i)          permit
the Trust Fund to enter into, renew or extend any New Lease, if the New Lease by its terms will give rise to any income that does
not constitute Rents from Real Property;


 


(ii)         permit
any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;


 


(iii)        authorize
or permit any construction on any REO Property, other than the repair or maintenance thereof or the completion of a building or
other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was
completed before default on the related Mortgage Loan or Serviced Whole Loan became imminent, all within the meaning of Code Section
856(e)(4)(B); or


 


(iv)        Directly
Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by
the Trust Fund, unless such Person is an Independent Contractor;


 


unless, in any such case, the Special Servicer
has requested and received an Opinion of Counsel addressed to the Special Servicer, the related Companion Loan Holder, the Certificate
Administrator and the Trustee (which opinion shall be an expense of the Trust Fund and, if the related Companion Loan is part of
a REMIC, the related Companion Loan Holder) to the effect that such action will not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined without regard to the exception
applicable for purposes of Code Section 860D(a)) at any time that it is held by the Trust Fund, in which case the Special Servicer
may take such actions as are specified in such Opinion of Counsel.


 


The Special Servicer
shall be required to contract with an Independent Contractor, the fees and expenses of which shall be an expense of the Trust Fund
and payable out of REO Proceeds, for the operation and management of any REO Property, within 90 days of the Trust Fund’s
acquisition thereof (unless the Special Servicer shall have provided the Trustee and the Certificate Administrator with an Opinion
of Counsel that the operation and management of any REO Property other than through an Independent Contractor shall not cause such
REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8)) (which opinion
shall be an expense of the Trust Fund), provided that:


 


(i)          the
terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not be
inconsistent herewith;


 


(ii)         any
such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred
in connection


 






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with the operation and management of such REO Property, including those listed above, and remit all related revenues
(net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than thirty days following
the receipt thereof by such Independent Contractor;


 


 (iii)        none
of the provisions of this Section 3.16(a) 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 to the Trust Fund or the Trustee
on behalf of the Certificateholders and, if applicable, the related Companion Loan Holder with respect to the operation and management
of any such REO Property; and


 


 (iv)        the
Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.


 


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.


 


(b)           When and as necessary,
the Special Servicer shall send to the Trustee and the Certificate Administrator and the related Companion Loan Holder 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 Section 3.16(a) of this Agreement.


 


(c)           Notwithstanding
anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Serviced Mortgage Loan.


 


Section 3.17     Sale
of Defaulted Mortgage Loans and REO Properties; Sale of Non-Serviced Mortgage Loans.


 


(a)           The parties hereto
may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding a Non-Serviced Mortgage Loan) only (i) on the
terms and subject to the conditions set forth in this Section 3.17, (ii) as otherwise expressly provided in or contemplated
by Section 2.03 and Section 9.01 of this Agreement, or (iii) (A) in the case of a Mortgage Loan related to a Serviced
Whole Loan in accordance with and subject to the provisions of the related Co-Lender Agreement and Section 3.27 of this
Agreement and (B) in the case of a Mortgage Loan with a related mezzanine loan or subordinate mortgage loan, in accordance with
and subject to the provisions of the related intercreditor agreement.


 


(b)          Promptly upon
a Mortgage Loan (excluding a Non-Serviced Mortgage Loan) or Serviced Whole Loan becoming a Defaulted Mortgage Loan and if the Special
Servicer determines in accordance with the Servicing Standard that it would be in the best interests of the Certificateholders
and, in the case of a Defaulted Serviced Whole Loan, the related Serviced


 






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Companion Loan Holder(s) (as a collective whole as if
such Certificateholders and, in the case of a Defaulted Serviced Whole Loan, the related Serviced Companion Loan Holder(s), constituted
a single lender (and with respect to the Charles River Plaza North Whole Loan, taking into account (i) the subordinate nature of
the Charles River Plaza North Subordinate Companion Loan and (ii) that the related Mortgage Loan may be sold without the related
Subordinate Companion Loan pursuant to the related Co-Lender Agreement)) to attempt to sell such Defaulted Mortgage Loan (which,
in the case of the Charles River Plaza North Whole Loan, may exclude the related Subordinate Companion Loan pursuant to the related
Co-Lender Agreement), the Special Servicer shall use reasonable efforts to solicit offers for such Defaulted Mortgage Loan (which,
in the case of the Charles River Plaza North Whole Loan, may exclude the related Subordinate Companion Loan pursuant to the related
Co-Lender Agreement) on behalf of the Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s) in such
manner as will be reasonably likely to realize a fair price; provided that, in the case of the Charles River Plaza North
Whole Loan, the Special Servicer is permitted (with the consent of the related Subordinate Companion Loan Holder), but not required,
to include the Charles River Plaza North Subordinate Companion Loan as part of any such sale of such Whole Loan provided that,
for the avoidance of doubt, in the event that the Charles River Plaza North Subordinate Companion Loan is not included in any such
sale, the references in this Section 3.17 to “Defaulted Mortgage Loan” shall exclude such Subordinate Companion
Loan. Subject to the other subsections of this Section 3.17, the Special Servicer shall accept the first (and, if multiple
offers are contemporaneously received, the highest) cash offer received from any Person that constitutes a fair price for such
Defaulted Mortgage Loan. The Special Servicer shall notify the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of a Control Termination
Event) and any affected Serviced Companion Loan Holder of any inquiries or offers received regarding the sale of any Defaulted
Mortgage Loan. Any Companion Loan that is part of a Defaulted Serviced Whole Loan is to be sold together with the related Mortgage
Loan, subject to this Section 3.17 and any additional requirements set forth in the related Co-Lender Agreement.


 


(c)          The Special Servicer
shall give the Certificate Administrator, the Trustee, the Master Servicer, the related Companion Loan Holder, the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after
the occurrence and during the continuance of a Control Termination Event), not less than five (5) Business Days’ (but subject
to paragraph (p) below with respect to a Serviced Whole Loan) prior written notice of its intention to sell any Defaulted Mortgage
Loan. No Interested Person shall be obligated to submit an offer to purchase any Defaulted Mortgage Loan, and notwithstanding anything
to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may offer to purchase
or purchase any Defaulted Mortgage Loan pursuant hereto.


 


(d)          Whether any cash
offer constitutes a fair price for any Defaulted Mortgage Loan for purposes of Section 3.17(b) of this Agreement shall be
determined by the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if
the highest offeror is an Interested Person (provided that the Trustee may not be an offeror) unless (i) the offer is equal
to or greater than the applicable Purchase Price, (ii) the offer is the highest offer received and (iii) at least two other offers
are received from independent third


 






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parties; provided, however, that no offer from an Interested Person shall constitute
a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent third
parties. In all cases under this Agreement (except to the extent the Trustee is not required to determine whether any cash offer
constitutes a fair price for any Defaulted Mortgage Loan pursuant to the immediately preceding sentence), in determining whether
any offer received from an Interested Person represents a fair price for any Defaulted Mortgage Loan, the Trustee shall be supplied
with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding
9-month period or, in the absence of any such Appraisal, on a new Appraisal. The appraiser conducting any such new Appraisal shall
be an Appraiser selected by (i) the Special Servicer if no Interested Person is offering with respect to a Defaulted Mortgage Loan
and (ii) the Trustee if an Interested Person is so offering. The cost of any such Appraisal shall be covered by, and shall be reimbursable
as, a Property Advance. In determining whether any such offer from a Person other than an Interested Person constitutes a fair
price for any such Defaulted Mortgage Loan, 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 9 months), and in
determining whether any offer from an Interested Person constitutes a fair price for any such Defaulted Mortgage Loan, any Appraiser
shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected
Mortgage Loan or Serviced Whole Loan, the occupancy level and physical condition of the related Mortgaged Property and the state
of the local economy. The Purchase Price for any Defaulted Mortgage Loan (and any equivalent amount for any related Companion Loan)
shall in all cases be deemed a fair price and the Trustee will not be required to make a fair price determination if such offeror
is an Interested Person; provided, however, that with respect to an Interested Person, the requirements of the first
sentence of this Section 3.17(d) must be satisfied. Notwithstanding anything contained in this Section 3.17(d) to
the contrary, 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 Interested Person) designate an independent third party expert in real estate
or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in properties similar to the
subject REO Property that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair
price for such REO Property. If the Trustee designates such a third party to make such determination, the Trustee will be entitled
to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and
broker opinions of value incurred by any such third party pursuant to this paragraph will be covered by, and will be reimbursable
by the Interested Person and if not paid, shall be reimbursed by the Trust; provided that the Trustee may not engage a third
party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.


 


(e)          Subject to Section
3.17(a) through Section 3.17(d), Section 3.17(f), Section 3.17(g) and Section 3.17(m), the Special
Servicer shall act on behalf of the Trust Fund and any affected Pari Passu Companion Loan Holder in negotiating and taking any
other action necessary or appropriate in connection with the sale of any Defaulted Mortgage Loan, and the collection of all amounts
payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain,
fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such
sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if


 






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applicable, the Serviced
Whole Loan Custodial Account. Any sale of any Defaulted Mortgage Loan shall be final and without recourse to the Trustee, the Certificate
Administrator or the Trust Fund (except such recourse to the Trust Fund imposed by those representations and warranties typically
given in such transactions, any appropriations applied thereto and any customary closing matters), and if such sale is consummated
in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Certificate
Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder with respect to the purchase
price therefor accepted by the Special Servicer or the Trustee.


 


(f)           Subject to the
rights of a holder of a mezzanine or companion loan, under the respective intercreditor or co-lender agreement, respectively, to
purchase a Mortgage Loan or Serviced Whole Loan, unless and until a Defaulted Mortgage Loan is sold pursuant to this Section, the
Special Servicer shall continue to service and administer the Mortgage Loan in accordance with the Servicing Standard and this
Agreement and shall pursue such other resolutions or recovery strategies including workout, foreclosure or sale of a Mortgage Loan,
as is consistent with this Agreement and the Servicing Standard.


 


(g)          Any sale of a
Mortgage Loan or Serviced Whole Loan pursuant to this Section 3.17 shall be for cash only. The purchase price for any Mortgage
Loan or Serviced Whole Loan purchased under this Section 3.17 or any Non-Serviced Mortgage Loan sold in accordance with
the related Co-Lender Agreement or Other Pooling and Servicing Agreement shall be deposited into the Collection Account or the
related Serviced Whole Loan Custodial Account, as applicable, and the Certificate Administrator, upon receipt of an Officer’s
Certificate from the Master Servicer to the effect that such deposit has been made, shall release or cause to be released to the
purchaser of the Mortgage Loan or Serviced Whole Loan the related Mortgage File, and shall execute and deliver such instruments
of transfer or assignment, in each case without recourse, as shall be necessary to vest in such purchaser ownership of such Mortgage
Loan or Serviced Whole Loan. In connection with any such purchase, the Special Servicer and the Master Servicer shall deliver the
related Servicing File (to the extent either has possession of such file) to such purchaser.


 


(h)          The parties hereto
may sell or purchase, or permit the sale or purchase of, an REO Property only on the terms and subject to the conditions set forth
in this Section 3.17.


 


(i)           The Special Servicer
shall use reasonable efforts to solicit offers for each REO Property (other than an REO Property related to a Non-Serviced Mortgage
Loan) on behalf of the Certificateholders and the related Serviced Companion Loan Holder (if applicable) in such manner as will
be reasonably likely to realize a fair price within the time period specified by Section 3.16 of this Agreement. Subject
to Section 3.17(m) of this Agreement, the Special Servicer shall accept the first (and, if multiple offers are contemporaneously
received, highest) cash offer received from any Person that constitutes a fair price for such REO Property. If the Special Servicer
determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any REO Property within
the time constraints imposed by Section 3.16 of this Agreement, then the Special Servicer shall dispose of such REO Property
upon such terms and conditions as the Special Servicer shall deem necessary and desirable to maximize the recovery thereon under
the circumstances and, in connection therewith, shall


 






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accept the highest outstanding cash offer, regardless from whom received.
The Liquidation Proceeds (net of related Liquidation Expenses) for any REO Property purchased hereunder shall be deposited in the
Collection Account or, if applicable, the related Serviced Whole Loan Custodial Account. The Special Servicer shall notify the
Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating
Advisor (after the occurrence and during the continuance of a Control Termination Event) of any inquiries or offers received regarding
the sale of any REO Property.


 


(j)           The Special Servicer
shall give the Trustee, the Certificate Administrator, the Master Servicer, the related Companion Loan Holder, the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after
the occurrence and during the continuance of a Control Termination Event), not less than three (3) Business Days’ prior written
notice of its intention to sell any REO Property. No Interested Person shall be obligated to submit an offer to purchase any REO
Property, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any
of its Affiliates may offer to purchase, or purchase, any REO Property pursuant hereto.


 


(k)          Whether any cash
offer constitutes a fair price for any REO Property for purposes of Section 3.17(i) of this Agreement shall be determined
by the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest
offeror is an Interested Person (provided that the Trustee may not be an offeror); provided, however, that
no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least
two other offers are received from independent third parties. In determining whether any offer received from an Interested Person
represents a fair price for any such REO Property, the Trustee shall be supplied with and shall rely on the most recent Appraisal
or updated Appraisal conducted in accordance with this Agreement within the preceding 9-month period or, in the absence of any
such Appraisal, on a new Appraisal. The appraiser conducting any such new Appraisal shall be an Appraiser selected by the Special
Servicer if no Interested Person is offering with respect to an REO Property and selected by the Trustee if an Interested Person
is so offering. The cost of any such Appraisal shall be covered by, and shall be reimbursable as, a Property Advance. For the avoidance
of doubt, an offer equivalent to the Repurchase Price shall be deemed a fair price and the Trustee shall not be required to make
a fair price determination if such offeror is an Interested Person. In determining whether any such offer from a Person other than
an Interested Person constitutes a fair price for any such 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 9 months), and in determining whether any offer from an Interested Person constitutes a fair price for any such
REO Property, any Appraiser shall be instructed to take into account, as applicable, among other factors, the period and amount
of any delinquency on the affected Mortgage Loan or Serviced Whole Loan, the occupancy level and physical condition of the REO
Property, the state of the local economy and the obligation to dispose of any REO Property within the time period specified in
Section 3.16 of this Agreement. The Purchase Price for any REO Property shall in all cases be deemed a fair price; provided,
however, that with respect to an Interested Person, the requirements of the first sentence of this Section 3.17(k)
must be satisfied. Notwithstanding anything contained in this Section 3.17(k) to the contrary, if the Trustee is required
to determine whether a cash offer by an Interested Person


 






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constitutes a fair price, the Trustee may (at its option and at the expense
of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan matters with at
least 5 years’ experience in valuing or investing in properties similar to the subject REO Property that has been selected
with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such REO Property. If the Trustee
designates such a third party to make such determination, the Trustee will be entitled to rely conclusively upon such third party’s
determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third
party pursuant to this paragraph will be covered by, and will be reimbursable by the Interested Person; provided that the
Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.


 


(l)           Subject to Section
3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement, the Special Servicer shall act on behalf
of the Trust Fund and any affected Companion Loan Holder in negotiating and taking any other action necessary or appropriate in
connection with the sale of any Defaulted Mortgage Loan or REO Property, and the collection of all amounts payable in connection
therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate
the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or exchanging
offers without obligation to deposit such amounts into the Collection Account or, if applicable, the related Serviced Whole Loan
Custodial Account. Any sale of any Defaulted Mortgage Loan or REO Property shall be final and without recourse to the Trustee,
the Certificate Administrator or the Trust Fund or any related Companion Loan Holder (except such recourse to the Trust Fund and
the related Companion Loan Holder imposed by those representations and warranties typically given in such transactions, any appropriations
applied thereto and any customary closing matters), and if such sale is consummated in accordance with the terms of this Agreement,
none of the Special Servicer, the Master Servicer, the Depositor, the Certificate Administrator, the Operating Advisor or the Trustee
shall have any liability to any Certificateholder with respect to the purchase price therefor accepted by the Special Servicer
or the Trustee.


 


(m)         Notwithstanding
any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the
highest cash offer for a Defaulted Mortgage Loan or REO Property if the Special Servicer determines (in consultation with the
Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and, in the
case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related affected Serviced Companion
Loan Holder(s)), in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders and, in the case of a sale of a Serviced Whole Loan or an REO Property that corresponds to a Serviced
Whole Loan, the related affected Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and,
if applicable, the related affected Serviced Companion Loan Holder(s) constituted a single lender) and the Special Servicer
may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable and
good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders and, in the case
of a Serviced Whole Loan or an REO Property that corresponds to a Serviced Whole Loan, the related affected Serviced
Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related affected 


 






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Serviced Companion Loan Holder(s) constituted a single lender) (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).


 


(n)          In no event shall
the Trust Fund or the Trustee, the Master Servicer or the Special Servicer on the Trustee’s behalf purchase, or pay or advance
costs to purchase, any Non-Serviced Mortgage Loan, any Companion Loan or any Mortgage Loan.


 


(o)          Notwithstanding
anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17 will remain
subject to the cure, purchase and other rights of, in each case if applicable, any related Subordinate Companion Loan Holder as
set forth in the related Co-Lender Agreement and any holder of a related mezzanine loan as set forth in the related intercreditor
agreement. The Special Servicer shall determine the price to be paid in accordance with the terms of the related Co-Lender Agreement
or the related mezzanine loan intercreditor agreement in connection with any such purchase rights in favor of any related Subordinate
Companion Loan Holder or an appropriate mezzanine loan holder and shall provide such notices to a related Subordinate Companion
Loan Holder or the holder of a related mezzanine loan as are required by the related Co-Lender Agreement or the related mezzanine
loan intercreditor agreement in connection with each such holders’ purchase rights.


 


(p)          With respect to
each Serviced Whole Loan, the parties hereto acknowledge that the related Co-Lender Agreement provides that if such Serviced Whole
Loan becomes a Defaulted Serviced Whole Loan, and if the Special Servicer determines to sell the related Mortgage Loan in accordance
with this Section 3.17, then the Special Servicer will be required to sell the related Serviced Companion Loan(s) together
with the related Mortgage Loan as one whole loan in accordance with this Agreement and subject to any rights of the related holder
of such Serviced Companion Loan(s) under the related Co-Lender Agreement; provided that, in connection with any such sale
involving the Charles River Plaza North Whole Loan, the Special Servicer will have the right (with the consent of the related Subordinate
Companion Loan Holder), but not the obligation, to sell the Charles River Plaza North Subordinate Companion Loan. Notwithstanding
anything to the contrary herein, the Special Servicer shall not sell the Pari Passu Companion Loans of a Defaulted Serviced Whole
Loan without the written consent of the related Serviced Companion Loan Holder (provided that such consent is not required
if such Serviced Companion Loan Holder is the related Mortgagor or an Affiliate of the related Mortgagor or (in the case of the
Charles River Plaza North Portfolio Whole Loan, in the event the related Mortgage Loan is sold without the related Subordinate
Companion Loan) the holder of the Charles River Plaza North Subordinate Companion Loan) unless the Special Servicer has delivered
to such Serviced Companion Loan Holder: (a) at least 15 Business Days prior written notice of any decision to attempt to sell such
Defaulted Serviced Whole Loan; (b) at least 10 days prior to the proposed 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 10 days prior to the proposed sale date, a copy of the most recent appraisal for such Defaulted Serviced Whole Loan, and
any documents in the Servicing File reasonably requested by the related Serviced Companion Loan Holder that are material to the
price of such Serviced 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 Controlling Class Representative) prior to the proposed sale date, all information and other
documents being


 






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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; provided that such Serviced Companion Loan Holder may waive as to itself
any of the delivery or timing requirements set forth in this sentence. The related Serviced Companion Loan Holder and its Companion
Loan Holder Representative will each be permitted to make offers to purchase, and either such party is permitted to be the purchaser
at any sale of, a Defaulted Serviced Whole Loan.


 


(q)          Notwithstanding
anything herein to the contrary, any party identified in the related Co-Lender Agreement or Other Pooling and Servicing Agreement
(which, if the identified party is the holder of the Non-Serviced Mortgage Loan, shall mean the Controlling Class Certificateholder
for so long as no Control Termination Event has occurred and is continuing), in its individual capacity and not on behalf of the
Trust, shall be entitled to purchase a Non-Serviced Mortgage Loan in accordance with the terms and conditions set forth in such
Co-Lender Agreement and Other Pooling and Servicing Agreement. In no event shall the Trust Fund or the Trustee, the Master Servicer
or the Special Servicer on its behalf purchase, or pay or advance costs to purchase, the Non-Serviced Mortgage Loan or the related
Companion Loan or any Mortgage Loan.


 


(r)           With respect to
any Non-Serviced Mortgage Loan that becomes a “Defaulted Mortgage Loan” (as such term is defined pursuant to the terms
of the applicable Other Pooling and Servicing Agreement), and with respect to any REO Property related to a Non-Serviced Mortgage
Loan, the liquidation of such Non-Serviced Mortgage Loan or such REO Property shall be administered by the applicable Other Special
Servicer in accordance with the applicable Other Pooling and Servicing Agreement and the related Co-Lender Agreement. Any such
sale of a Non-Serviced Mortgage Loan or any related REO Property pursuant to the applicable Other Pooling and Servicing Agreement
and/or the related Co-Lender Agreement shall be final and without recourse to the Trustee or the Trust, and none of the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee shall have any liability to
any Certificateholder with respect to the purchase price for such Non-Serviced Mortgage Loan or such REO Property accepted on behalf
of the Trust.


 


Section 3.18     Additional
Obligations of the Master Servicer; Inspections Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Companion
Loan Holder.


 


(a)          The Master Servicer
(or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect or cause to be inspected
each Mortgaged Property that secures a Mortgage Loan (but not a Non-Serviced Mortgage Loan) or Serviced Whole Loan at such times
and in such manner as are consistent with the Servicing Standard, but in any event at least once every calendar year with respect
to such Mortgaged Property relating to Mortgage Loans with an outstanding principal balance of $2,000,000 (commencing in 2016)
or more and at least once every other calendar year with respect to such Mortgaged Property relating to Mortgage Loans with an
outstanding principal balance of less than $2,000,000 (commencing in 2017); provided that the Master Servicer is not required
to inspect any Mortgaged Property that has been inspected by the Special Servicer during the preceding 12 months. If any Mortgage
Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the


 






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related Mortgaged Property shall be inspected by the Special
Servicer as soon as practicable and thereafter at least every calendar year for so long as such condition exists. The cost of any
annual inspection, or bi-annual inspection, as the case may be, shall be borne by the Master Servicer unless the related Mortgage
Loan or Serviced Whole Loan is a Specially Serviced Loan. The Master Servicer shall reimburse the Special Servicer for the cost
of any inspection of a Specially Serviced Loan as a Property Advance (or as an expense of the Trust Fund and paid by the Master
Servicer from amounts in the Collection Account if such Property Advance would be a Nonrecoverable Advance) and any out-of-pocket
costs incurred with respect to such inspection shall be borne by the Trust Fund.


 


(b)          The Master Servicer
shall, as to each Mortgage Loan (excluding the Non-Serviced Mortgage Loans) which is secured by the interest of the related Mortgagor
under a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in any event within 60 days following
the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the related ground lessor of the transfer of
such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under
the related Ground Lease should thereafter be forwarded to the Master Servicer. The Master Servicer shall forward to the Special
Servicer any written notice of default under a ground lease, and the Special Servicer shall determine in accordance with the servicing
standard whether to cure any borrower defaults relating to such Ground Lease.


 


(c)          The Master Servicer
and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Companion Loan Holder a written
report, prepared in the manner set forth in Section 4.02, of each inspection performed by it with respect to the related
Mortgaged Property and Companion Loan related thereto.


 


(d)          If required under
the Co-Lender Agreement, the Master Servicer shall promptly deliver to each Companion Loan Holder or provide electronically: (i)
copies of operating statements and rent rolls; (ii) annual CREFC® NOI Adjustment Worksheets (with annual operating
statements as exhibits); and (iii) annual CREFC® Operating Statement Analysis Reports, in each case prepared, received
or obtained by it pursuant to this Agreement with respect to the Mortgaged Properties securing the related Companion Loan.


 


(e)          The Master Servicer
is hereby authorized to exercise any rights granted under an Other Pooling and Servicing Agreement in favor of the Trust (or a
party on its behalf) as the holder of each Non-Serviced Mortgage Loan to obtain information from the related Other Master Servicer
(or other similar parties with an obligation to make advances) in connection with making nonrecoverability determinations. The
Master Servicer shall promptly deliver to any Other Master Servicer, upon request, such information in the Master Servicer’s
possession as the Other Master Servicer reasonably requests in order to determine whether an advance similar to a P&I Advance
would be “nonrecoverable.”


 


Section 3.19     Lockbox
Accounts, Escrow Accounts.  The Master Servicer shall
administer each Lockbox Account and Escrow Account in accordance with the related Mortgage or Loan Agreement or Lockbox Agreement,
if any, and administer any letters of credit pursuant to the related letter of credit agreement and the Mortgage Loan Documents.


 






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Notwithstanding the foregoing,
to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee under the
related Mortgage Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or Serviced
Whole Loan), neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage Loan (or Serviced
Whole Loan) until after the occurrence of an event of default under the Mortgage Loan that may result in the Mortgage Loan (or
Whole Loan) being accelerated or becoming a Specially Serviced Loan.


 


Section 3.20     Property
Advances.


 


(a)          Except
with respect to a Non-Serviced Mortgage Loan, the Master Servicer (or, to the extent provided in Section 3.20(b) of
this Agreement, the Trustee) shall make any Property Advances as and to the extent incidental to the performance of its
duties under this Agreement or otherwise required pursuant to the terms hereof. The Special Servicer shall give the Master
Servicer, the Trustee and any affected Companion Loan Holder not less than five (or, in the case of emergency advances
pursuant to Section 3.20(e) of this Agreement, two) Business Days’ written notice before the date on which the
Master Servicer is requested to make any Property Advance with respect to a given Specially Serviced Loan or REO Property. In
addition, the Special Servicer shall provide the Master Servicer, the Trustee and any affected Companion Loan Holder with
such information in its possession as the Master Servicer, the Trustee or such Companion Loan Holder, as applicable, may
reasonably request to enable the Master Servicer or the Trustee, as applicable, to determine whether a requested Property
Advance would constitute a Nonrecoverable Advance. Any such notice by the Special Servicer (or, if appropriate, any party
under the applicable Other Pooling and Servicing Agreement in the case of a Non-Serviced Mortgage Loan) to the Master
Servicer of a required Property Advance shall be deemed to be a determination by the Special Servicer (or such other party
under the applicable Other Pooling and Servicing Agreement) that such requested Property Advance is not a
Nonrecoverable Advance, and the Master Servicer shall be entitled to conclusively rely on such determination. Although the
Special Servicer (or, if appropriate, any party under the applicable Other Pooling and Servicing Agreement in the case of a
Non-Serviced Mortgage Loan) may determine whether a Property Advance is a Nonrecoverable Advance, the Special Servicer will
have no right to make an affirmative determination that any Property Advance to be made (or contemplated to be made) by the
Master Servicer or the Trustee is, or would be, recoverable; provided that this sentence shall not be construed to
limit the Special Servicer’s right to make a determination that a Property Advance to be made (or contemplated to be
made), will not be ultimately recoverable. In the absence of a determination by the Special Servicer (or, if appropriate, a
party under the applicable Other Pooling and Servicing Agreement in the case of a Non-Serviced Mortgage Loan) that a Property
Advance is a Nonrecoverable Advance, all determinations of recoverability with respect to Property Advances to be made (or
contemplated to be made) by the Master Servicer or the Trustee will remain with the Master Servicer or the Trustee, as
applicable. On the fourth Business Day before each Distribution Date, the Special Servicer shall report to the Master
Servicer the Special Servicer’s determination as to whether any Property Advance previously made with respect to a
Specially Serviced Loan is a Nonrecoverable Advance promptly after making such determination. The Master Servicer and the
Trustee shall be entitled to conclusively rely on and shall be bound by such a determination and shall be bound by a
determination by the Special Servicer (or, if appropriate, a party under the applicable Other Pooling and Servicing Agreement
in the case of a Non-Serviced Mortgage Loan) that a Property


 






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 Advance previously made or contemplated to be made with respect to a Specially Serviced
Loan is or would be a Nonrecoverable Advance (but this statement shall not be construed to entitle the Special Servicer to reverse
any determination that may have been made by the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee
from making a determination, that any Property Advance constitutes or would constitute a Nonrecoverable Advance). The Master Servicer
and the Special Servicer shall consider Unliquidated Advances in respect of prior Property Advances for the purposes of non-recoverability
determinations as if such amounts were unreimbursed Property Advances.


 


For purposes of distributions
to Certificateholders and Companion Loan Holders and compensation to the Master Servicer or the Trustee, Property Advances shall
not be considered to increase the principal balance of any Mortgage Loan or Serviced Whole Loan, notwithstanding that the terms
of such Mortgage Loan or Serviced Whole Loan so provide.


 


(b)          The Master Servicer
shall notify the Trustee, the Special Servicer and any related Companion Loan Holder in writing promptly upon, and in any event
within one (1) Business Day after, becoming aware that it will be unable to make any Property Advance required to be made pursuant
to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Property Advance, the Person
to whom it will be paid, and the circumstances and purpose of such Property Advance, and shall set forth therein information and
instructions for the payment of such Property Advance, and, on the date specified in such notice for the payment of such Property
Advance, or, if the date for payment has passed or if no such date is specified, then within five (5) Business Days following such
notice, the Trustee, subject to the provisions of Section 3.20(c) of this Agreement, shall pay the amount of such Property
Advance in accordance with such information and instructions. Any notice to the Trustee pursuant to this Section shall be deemed
to be given to a Responsible Officer of the Trustee if made in accordance with Section 11.04 of this Agreement.


 


(c)          None of the Master
Servicer, the Special Servicer or the Trustee shall be permitted to make a Property Advance as to any Mortgage Loan or Serviced
Whole Loan or REO Property if the Master Servicer, the Special Servicer or the Trustee determines that such Advance will be a Nonrecoverable
Advance. The determination by the Master Servicer or the Trustee that it has made (or, the determination by the Special Servicer
that the Master Servicer or the Trustee has made) a Nonrecoverable Advance or the determination by the Master Servicer, the Special
Servicer or the Trustee that any proposed Property Advance, if made, would constitute a Nonrecoverable Advance, shall be made by
such Person (i) in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard and (ii)
in the case of the Trustee, in accordance with its good faith business judgment, and, shall be evidenced by an Officer’s
Certificate as set forth in this Section 3.20(c). In making such recoverability determination, such Person will be entitled
to consider (among other things) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Serviced Whole
Loan as it may have been modified, to consider (among other things) the related Mortgaged Properties in their “as is”
or then-current conditions and occupancies, as modified by such party’s assumptions regarding the possibility and effects
of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among other things) future expenses
and to estimate and consider (among other things) the timing of recoveries. In addition, any such Person may update or change its
recoverability determinations at any time (but not reverse any other Person’s


 






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determination that an Advance is a Nonrecoverable
Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market value estimates or other information
as reasonably may be required for such purposes.


 


The determination by
the Master Servicer or the Special Servicer that a Property Advance has become a Nonrecoverable Property Advance or that any proposed
Property Advance, if made pursuant to this Section 3.20 with respect to any Mortgage Loan (or with respect to any successor
REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable Property Advance, shall be conclusive
and binding on the Master Servicer (in the case of such a determination by the Special Servicer) and the Trustee; provided
that this sentence shall not be construed to entitle the Special Servicer to reverse any other authorized Person’s determination,
or to prohibit any such other authorized Person from making a determination, that a Property Advance constitutes or would constitute
a Nonrecoverable Advance.


 


The determination by
the Master Servicer, the Special Servicer or the Trustee that a Property Advance has become a Nonrecoverable Property Advance or
that any proposed Property Advance, if made pursuant to this Section 3.20 with respect to any Mortgage Loan (or with respect
to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable Property Advance, shall
be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance Date to the Companion
Loan Holders (and the related Other Master Servicer and Other Special Servicer, if applicable), in the case of any Serviced Whole
Loan, the Trustee (unless it is the Person making the determination), the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event), the Master Servicer (unless it is the Person making the determination), the
Special Servicer (unless it is the Person making the determination) and, if the Trustee is making the determination, the Depositor,
setting forth the basis for such determination, together with any other information that supports such determination together with
a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an expense
of the Trust Fund, shall take into account any material change in circumstances of which such Person is aware or such Person has
received new information, either of which has a material effect on the value and shall have been conducted in accordance with the
standards of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and further accompanied
by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property (to
the extent available and/or in such Person’s possession) and any engineers’ reports, environmental surveys or similar
reports that such Person may have obtained and that support such determination. The Trustee shall be entitled to rely, conclusively,
on any determination by the Master Servicer or the Special Servicer that a Property Advance is or, if made, would be a Nonrecoverable
Advance, and the Master Servicer shall be entitled to rely, conclusively, on any determination by the Special Servicer or the Trustee
that a Property Advance is or, if made, would be a Nonrecoverable Advance. The Trustee, in determining whether or not a Property
Advance previously made is, or a proposed Property Advance, if made, would be, a Nonrecoverable Advance shall use its good faith
business judgment.


 


(d)          The Master Servicer,
the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property Advances made by any
of them to


 






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the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A of this Agreement, together with
any related Advance Interest Amount in respect of such Property Advances, and the Master Servicer and the Special Servicer, as
applicable, hereby covenant and agree to use efforts consistent with the Servicing Standard to obtain the reimbursement of such
Property Advances from the related Mortgagors to the extent permitted by applicable law and the related Mortgage Loan Documents.


 


(e)          Notwithstanding
anything to the contrary contained in this Agreement, if a Property Advance is required to be made under this Agreement with respect
to any Specially Serviced Loan or REO Property (other than an REO Property related to a Non-Serviced Mortgage Loan), the Special
Servicer shall request that the Master Servicer make such Property Advance, such request to be made, in writing, at least five
(5) Business Days (or, in the case of an Emergency Advance, two (2) Business Days, provided that the written request sets
forth the nature of the emergency or the basis of the urgency) in advance of the date on which such Property Advance is required
to be made hereunder and to be accompanied by such information and documentation regarding the subject Property Advance as the
Master Servicer may reasonably request, subject to the Master Servicer’s right to determine that such Property Advance does
not constitute or would not constitute a Nonrecoverable Advance. The Master Servicer shall have the obligation to make any such
Property Advance that it is so requested by the Special Servicer to make, within five (5) Business Days (or, in the case of an
Emergency Advance, two (2) Business Days) of the Master Servicer’s receipt of such request. The Special Servicer shall have
no obligation to make any Property Advance; provided that the Special Servicer may in its sole discretion elect to make an Emergency
Advance, and the Master Servicer shall reimburse the Special Servicer for such Advance (with interest thereon), provided that such
Advance is not determined by the Master Servicer, in accordance with the Servicing Standard, to be nonrecoverable. Once reimbursed,
the Master Servicer shall be deemed to have made such Property Advance as of the date made by the Special Servicer, and shall be
entitled to reimbursement with interest thereon. Any such Advance made by the Special Servicer, but not reimbursed by the Master
Servicer, shall be reimbursable out of the Collection Account in the same manner as are Advances made by the Master Servicer.


 


(f)           Within five (5)
Business Days of making an Emergency Advance, the Special Servicer shall deliver to the Master Servicer request for reimbursement
for such Emergency Advance, along with all information and documentation regarding the subject Emergency 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 Emergency Advances (other than Nonrecoverable Property Advances) made by the
Special Servicer pursuant to the proviso to the penultimate sentence of Section 3.20(e), together with interest thereon
at the Advance 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 Emergency Advance and payment to the Special Servicer of interest thereon, all in
accordance with this Section 3.20(f), the Master Servicer shall for all purposes of this Agreement be deemed to have made
such Emergency Advance at the same time as the Special Servicer actually made such Emergency Advance, and accordingly, the Master
Servicer shall be entitled to be


 






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reimbursed for such Emergency Advance, together with interest thereon at the Advance 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 Emergency Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.20(f),
the Master Servicer shall not be required to reimburse the Special Servicer for any Emergency Advance if the Master Servicer determines,
in accordance with the Servicing Standard, that such Emergency Advance, although not characterized by the Special Servicer as a
Nonrecoverable Property Advance, is in fact a Nonrecoverable Property Advance. The Master Servicer shall notify the Special Servicer
in writing of such determination and, if applicable, such Nonrecoverable Property Advance shall be reimbursed to the Special Servicer
pursuant to Section 3.06(a) of this Agreement.


 


Section 3.21     Appointment
of Special Servicer; Asset Status Reports.


 


(a)           Rialto Capital
Advisors, LLC is hereby appointed as the initial Special Servicer to specially service each of the Mortgage Loans (other than any
Non-Serviced Mortgage Loan) and the Serviced Whole Loans.


 


(b)           The Special Servicer,
at the earlier of (x) within 60 days after a Servicing Transfer Event occurs and (y) prior to taking action with respect to any
Major Decision or, if applicable, AB Whole Loan Major Decision (or making a determination not to take action with respect to a
Major Decision or, if applicable, AB Whole Loan Major Decision with respect to a Specially Serviced Loan, shall prepare a report
(the “Asset Status Report”) for the related Mortgage Loan or Serviced Whole Loan. Each Asset Status Report will
be delivered in electronic format to the Operating Advisor (after the occurrence and during the continuance of a Control Termination
Event), with respect to the Charles River Plaza North Whole Loan, the Charles River Plaza North Directing Holder and the holder
of the Charles River Plaza North Companion Loan designated as note A-1, with respect to the WPC Department Store Portfolio Whole
Loan, the WPC Department Store Portfolio Directing Holder, the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event), the Certificate Administrator, the related Serviced Companion Loan Holder and, for posting
to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information
Provider; provided, however, that the Special Servicer shall not be required to deliver an Asset Status Report to
the Controlling Class Representative if they are the same entity or affiliates of each other. Such Asset Status Report shall be
consistent with the Servicing Standard and set forth the following information to the extent reasonably determinable or applicable:


 


(i)      
     summary of the status of the related Mortgage Loan or Serviced Whole Loan and any negotiations with the
Mortgagors;


 


(ii)           if
a Servicing Transfer Event has occurred and is continuing:


 


 (A)          a discussion
of the legal and environmental considerations reasonably known at such time 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


 






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Mortgage Loan or Whole Loan and whether outside legal counsel has been retained;


 


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


 


(C)          the
Special Servicer’s recommendations on how the related Mortgage Loan might be returned to performing status or otherwise realized
upon;


 


(D)          a copy
of the last obtained Appraisal of the Mortgaged Property;


 


(E)          the
status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto
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;


 


(F)          a description
of any amendment, modification or waiver of a material term of any ground lease; and


 


(G)          if the
Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there was a violation of
a non-recourse carve-out under the related Mortgage Loan or Serviced Whole Loan and (ii) any determination not to pursue a deficiency
judgment against the related Mortgagor or guarantor;


 


(iii)         a
description of any such proposed or taken actions;


 


(iv)         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
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;


 


(vi)         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 (including the applicable Calculation Rate used) and all related assumptions; and


 


(vii)        such
other information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing Standard.


 


For so long as there
is no continuing Control Termination Event, if within 10 Business Days (or, in the case of an Asset Status Report prepared prior
to making a determination of an Acceptable Insurance Default, 20 Business Days) of receiving an Asset


 






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Status Report, the Controlling
Class Representative does not disapprove such Asset Status Report in writing, then the Controlling Class Representative shall be
deemed to have approved such Asset Status Report and 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, prior to the occurrence and
continuance of any Control Termination Event, the Controlling Class Representative disapproves such Asset Status Report within
10 Business Days (or, in the case of an Asset Status Report prepared prior to making a determination of an Acceptable Insurance
Default, 20 Business Days) of receipt, the Special Servicer will revise such Asset Status Report and deliver to the Operating Advisor
(after the occurrence and during the continuance of a Control Termination Event), the Controlling Class Representative (prior to
the occurrence and continuance of a Consultation Termination Event), the Certificate Administrator, the related Companion Loan
Holders (other than the Charles River Plaza North Whole Loan, if applicable, prior to any Whole Loan Control Appraisal Event or
the WPC Department Store Portfolio Whole Loan, if applicable, prior to the WPC Department Store Portfolio Securitization Date)
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant Section 11.13 of this Agreement, the Rule
17g-5 Information Provider a new Asset Status Report as soon as practicable, but in no event later than 30 days after such disapproval.
Prior to the occurrence and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report
as described above until the Controlling Class Representative shall fail to disapprove such revised Asset Status Report in writing
within 10 Business Days (or, in the case of an Asset Status Report prepared prior to making a determination of an Acceptable Insurance
Default, 20 Business Days) of receiving such revised Asset Status Report or until the Special Servicer makes a determination, consistent
with the Servicing Standard, that such objection is not in the best interests of all the Certificateholders and, if applicable,
the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders, and/or Serviced Companion Loan
Holder(s), if applicable, constitute a single lender). The Special Servicer may, from time to time, modify any Asset Status Report
it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and approved
or deemed approved pursuant to the terms of this Section. In any event, for so long as a Control Termination Event has not occurred
and is not continuing, if the Controlling Class Representative does not approve an Asset Status Report within 60 Business Days
from the first submission thereof, the Special Servicer shall take such action as set forth in the most recently submitted Asset
Status Report; provided such action does not violate the Servicing Standard. Notwithstanding the foregoing, if the Special
Servicer determines that emergency action is necessary to protect the related Mortgaged Property or the interests of the Certificateholders
and any related Serviced Companion Loan Holders, or if a failure to take any such action at such time would be inconsistent with
the Servicing Standard, the Special Servicer may take actions with respect to the related Mortgaged Property before the expiration
of a 10 Business Day period (or 20 Business Day period, if applicable) if the Special Servicer reasonably determines in accordance
with the Servicing Standard that failure to take such actions before the expiration of a 10 Business Day period (or 20 Business
Day period, if applicable) would materially and adversely affect the interest of the Certificateholders and the related Serviced
Companion Loan Holder (if applicable) and the Special Servicer has made a reasonable effort, prior to the occurrence and continuance
of any Control Termination Event, to


 






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contact the Controlling Class Representative. The foregoing shall not relieve the Special
Servicer of its duties to comply with the Servicing Standard.


 


After the occurrence
and during the continuance of a Control Termination Event, the Special Servicer shall consult on a non-binding basis with the Operating
Advisor in connection with each Asset Status Report prior to finalizing and executing such Asset Status Report and the Operating
Advisor shall propose, by written notice, alternative courses of action within 10 days of receipt of each Asset Status Report to
the extent the Operating Advisor determines such alternatives to be in the best interest of the Certificateholders (including any
Certificateholders of Certificates that were previously included in the Control Eligible Certificates), as a collective whole as
if such Certificateholders constituted a single lender. In addition, after the occurrence and during the continuance of a Control
Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer shall
also consult on a non-binding basis with the Controlling Class Representative in connection with each Asset Status Report prior
to finalizing and executing such Asset Status Report and the Controlling Class Representative shall be permitted to propose alternative
courses of action within 10 days of receipt of each Asset Status Report. The Special Servicer shall consider any such proposals
from the Operating Advisor and/or the Controlling Class Representative and determine whether any changes to its proposed Asset
Status Report should be made, such determination being made in accordance with the Servicing Standard and the other terms of this
Agreement. In the event that the Operating Advisor or the Controlling Class Representative does not propose alternative courses
of action within 10 days after receipt of such Asset Status Report, the Special Servicer shall implement the Asset Status Report
as proposed by the Special Servicer.


 


Notwithstanding anything
to the contrary herein, after the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class
Representative shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect
to any matter set forth therein. After the occurrence and during the continuance of a Control Termination Event, the Controlling
Class Representative shall have no right to consent to any Asset Status Report under this Section 3.21(b).


 


Notwithstanding the foregoing
or any other provision of this Agreement to the contrary, with respect to a Serviced Whole Loan, the related Serviced Companion
Loan Holder (or its Companion Loan Holder Representative) shall, at all times contemplated by the related Co-Lender Agreement,
be entitled to consult on a non-binding basis with the Special Servicer and propose alternative courses of action in respect of
any Asset Status Report as set forth in Section 3.27(d) of this Agreement.


 


Notwithstanding the foregoing
or any other provision of this Agreement to the contrary, for as long as the related Subordinate Companion Loan Holder is the Whole
Loan Directing Holder for the Charles River Plaza North Whole Loan, no request for approval of the Controlling Class Representative
shall be made on any matter related to such AB Whole Loan, nor shall the Operating Advisor have the right to consult on any matter
related to such AB Whole Loan, nor shall the Controlling Class Representative have the right to consent on any matter related to
such AB Whole Loan, except that the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event) shall have the rights set forth


 






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in the applicable Co-Lender Agreement. With respect to the Charles River Plaza
North Whole Loan and any related REO Property, for so long as the related Subordinate Companion Loan Holder is the applicable Whole
Loan Directing Holder, the related Subordinate Companion Loan Holder or its designee shall exercise all approval rights regarding
any Asset Status Report in respect of such AB Whole Loan or REO Property set forth in the first and second paragraphs of this Section
3.21(b) without regard to the occurrence of any Control Termination Event or Consultation Termination Event. Notwithstanding
the foregoing or any other provision of this Agreement to the contrary, prior to the WPC Department Store Portfolio Securitization
Date, no request for approval of the Controlling Class Representative shall be made on any matter related to the WPC Department
Store Portfolio Whole Loan, nor shall the Operating Advisor have the right to consult on any matter related to the WPC Department
Store Portfolio Whole Loan, nor shall the Controlling Class Representative have the right to consent on any matter related to the
WPC Department Store Portfolio Whole Loan, except that the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event) shall have the rights set forth in the applicable Co-Lender Agreement. With respect to the
WPC Department Store Portfolio Whole Loan and any related REO Property, prior to the WPC Department Store Portfolio Securitization
Date, the WPC Department Store Portfolio Directing Holder shall exercise all approval rights regarding any Asset Status Report
in respect of WPC Department Store Portfolio Whole Loan or REO Property set forth in the second paragraph of this Section 3.21(b)
without regard to the occurrence of any Control Termination Event or Consultation Termination Event.


 


The Special Servicer
shall deliver (i) any Final Asset Status report to the 17g-5 Information Provider for posting on its Website, and (ii) a summary
of the Final Asset Status Report (which such summary shall be prepared on a loan-by-loan basis) to the Certificate Administrator
for posting on its website.


 


(c)          Subject to Section
3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special Servicer shall have the authority
to meet with the related Mortgagors and take any actions consistent with the Servicing Standard and the most recent Asset Status
Report for the related Mortgage Loan.


 


(d)          Upon request of
any Certificateholder (or any Beneficial Owner, if applicable, which shall have provided the Certificate Administrator with an
Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified in such request a copy
of the Final Asset Status Report for each Specially Serviced Loan.


 


(e)          Prior to the occurrence
and continuance of a Control Termination Event, the Special Servicer shall deliver to the Operating Advisor only each Final Asset
Status Report.


 


(f)          Notwithstanding
the foregoing, neither the Master Servicer nor the Special Servicer shall follow any advice, direction or consultation provided
by the Operating Advisor, the Charles River Plaza North Directing Holder, the WPC Department Store Portfolio Directing Holder,
any Serviced Companion Loan Holder, any Companion Loan Holder Representative or the Controlling Class Representative that would
require or cause the Master Servicer or the Special Servicer, as applicable, to violate any applicable law, be inconsistent with
the Servicing Standard or any Co-Lender Agreement, require or cause the Master Servicer or the Special


 






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Servicer, as applicable,
to violate provisions of this Agreement, require or cause the Special Servicer or Master Servicer to violate the terms of any Co-Lender
Agreement, any Mortgage Loan or Serviced Whole Loan, or expose any Certificateholder or any party to this Agreement or their Affiliates,
officers, directors or agents to any claim, suit or liability, cause either Trust REMIC to fail to qualify as a REMIC for federal
income tax purposes or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, or the imposition
of a tax upon either Trust REMIC, or materially expand the scope of the Master Servicer’s or the Special Servicer’s,
as applicable, responsibilities under this Agreement or any Co-Lender Agreement. In addition, neither the Master Servicer nor the
Special Servicer is under any obligation to act upon any recommendation of the Operating Advisor.


 


Section 3.22     Transfer
of Servicing Between Master Servicer and Special Servicer; Record Keeping.


 


(a)          Upon determining
that any Mortgage Loan or Serviced Whole Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written
notice thereof to the Special Servicer, any related Companion Loan Holder (in the case of a Serviced Whole Loan), the Operating
Advisor, the Certificate Administrator, the Trustee and, prior to the occurrence and continuance of a Consultation Termination
Event, the Controlling Class Representative, and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to
Section 11.13 of this Agreement, the Rule 17g-5 Information Provider and shall deliver a copy of the Servicing File to the
Special Servicer and concurrently provide a copy of such Servicing File to the Operating Advisor and shall use its reasonable efforts
to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage
File, but including copies thereof) and records (including records stored electronically on computer tapes, magnetic discs and
the like) relating to the Mortgage Loan or Serviced Whole Loan and reasonably requested by the Special Servicer to enable it to
assume its duties hereunder with respect thereto without acting through a Sub-Servicer. The Master Servicer shall use its reasonable
efforts to comply with the preceding sentence within five (5) Business Days of the date such Mortgage Loan and/or Serviced Companion
Loan became a Specially Serviced Loan and in any event shall continue to act as Master Servicer and administrator of such Mortgage
Loan and/or Serviced Companion Loan until the Special Servicer has commenced the servicing of such Mortgage Loan and/or Serviced
Companion Loan, which shall occur upon the receipt by the Special Servicer of the Servicing File. With respect to each such Mortgage
Loan and/or Serviced Companion Loan that becomes a Specially Serviced Loan, the Master Servicer shall instruct the related Mortgagor
to continue to remit all payments in respect of such Mortgage Loan and/or Serviced Companion Loan to the Master Servicer. The Master
Servicer shall forward any notices it would otherwise send to the Mortgagor of such a Specially Serviced Loan to the Special Servicer
who shall send such notice to the related Mortgagor.


 


Upon determining that
a Specially Serviced Loan has become a Corrected Mortgage Loan, the Special Servicer shall immediately give written notice thereof
to the Master Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, any related Companion Loan Holder and,
prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative, and, for posting
to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5


 






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Information
Provider and, upon giving such notice and the return of the Servicing File to the Master Servicer, such Mortgage Loan and/or Serviced
Companion Loan shall cease to be a Specially Serviced Loan in accordance with the first proviso of the definition of Specially
Serviced Loans, the Special Servicer’s obligation to service such Mortgage Loan and/or Serviced Companion Loan shall terminate
and the obligations of the Master Servicer to service and administer such Mortgage Loan and/or Serviced Companion Loan as a Mortgage
Loan and/or Serviced Companion Loan that is not a Specially Serviced Loan shall resume. In addition, if the related Mortgagor has
been instructed, pursuant to the preceding paragraph, to make payments to the Special Servicer, upon such determination, the Special
Servicer shall instruct the related Mortgagor to remit all payments in respect of such Specially Serviced Loan directly to the
Master Servicer.


 


(b)          In servicing any
Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within the definition
of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in the possession of
the Special Servicer) and copies of any additional related Mortgage Loan or Serviced Whole Loan information, including correspondence
with the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer
as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.


 


(c)          Notwithstanding
the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special Servicer and
the Operating Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to perform its
duties under this Agreement to the extent such information is within its possession. Upon request, the Special Servicer shall provide
the Master Servicer and the Operating Advisor with any information reasonably required by the Master Servicer or the Operating
Advisor to perform its duties under this Agreement to the extent such information is within its possession.


 


Section
3.23     Interest Reserve Account. The Certificate Administrator shall establish and maintain
the Interest Reserve Account. The Interest Reserve Account shall be established and maintained as an Eligible Account. On
each Master Servicer Remittance Date occurring in February and on any Master Servicer Remittance Date occurring in January
which occurs in a year that is not a leap year (commencing in 2016) (unless, in either such case, the related Distribution
Date is the final Distribution Date), the Master Servicer shall remit to the Certificate Administrator for deposit into the
Interest Reserve Account, in respect of each Mortgage Loan that accrues interest on the basis of a 360-day year and the
actual number of days in the related month, an amount equal to one day’s interest at the related Net Mortgage Loan
Rate, on the respective Stated Principal Balance, as of the close of business on the Distribution Date in the month preceding
the month in which such Master Servicer Remittance Date occurs, to the extent the applicable Monthly Payment or P&I
Advance is made in respect thereof (all amounts so deposited in any consecutive January (if applicable) and February,
“Withheld Amounts”). On or prior to the Master Servicer Remittance Date occurring in March (or February,
if such Distribution Date is the final Distribution Date) of each calendar year, the


 






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Certificate Administrator shall transfer to the Lower-Tier Distribution Account the aggregate of all
Withheld Amounts on deposit in the Interest Reserve Account.


 


Section 3.24     Modifications,
Waivers and Amendments.


 


(a)          (i) With respect
to non Specially Serviced Loans, the Special Servicer (with respect to any Major Decision or Special Servicer Decision, unless
the Master Servicer and the Special Servicer mutually agree that, in connection with any modification, waiver or amendment that
constitutes a Major Decision or a Special Servicer Decision, the Master Servicer shall process and determine whether to consent
to, subject to the consent of the Special Servicer, such modification, waiver or amendment) or the Master Servicer (with respect
to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with
respect to any Specially Serviced Loan, the Special Servicer, in each case subject to any applicable consent or consultation rights
(if any) of the Operating Advisor, the consent or consultation rights (if any) of the Controlling Class Representative, the Charles
River Plaza North Directing Holder, the WPC Department Store Portfolio Directing Holder and the consultation rights (if any) of
any related holder of a Pari Passu Companion Loan or its Companion Loan Holder Representative (as applicable), may modify, waive
or amend any term of any Mortgage Loan or Serviced Whole Loan if such modification, waiver or amendment (A) is consistent with
the Servicing Standard and (B) would not constitute a “significant modification” of such Mortgage Loan or Serviced
Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to
qualify as a REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust for federal
income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust (including but not limited to
the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC
set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section
860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to such determination.


 


In addition, subject
to the next sentence, with respect to non-Specially Serviced Loans, the Master Servicer, prior to taking any action with respect
to any Major Decision (or making a determination not to take action with respect to a Major Decision) and prior to taking any action
with respect to a Special Servicer Decision (or making a determination not to take action with respect to a Special Servicer Decision),
shall refer any request with respect to such Major Decision or Special Servicer Decision to the Special Servicer and the Special
Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master
Servicer shall (subject to the consent of the Special Servicer) process such request. If the Master Servicer and the Special Servicer
mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to
a Major Decision or Special Servicer Decision, the Master Servicer shall prepare and submit its written analysis and recommendation
to the Special Servicer with all information reasonably available to the Master Servicer that the Special Servicer may reasonably
request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to the consultation
rights of the Operating Advisor, the consent or consultation rights of the Controlling Class Representative or any related Whole
Loan Directing Holder, or the consultation rights of any related Companion Loan Holder or its Companion Loan Holder Representative
(as


 






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applicable)) to approve or disapprove any modification, waiver or amendment or other action that constitutes a Major Decision
or Special Servicer Decision. Subject to Section 3.10 of this Agreement, if the Master Servicer is processing the request
for a Major Decision or Special Servicer Decision, the Special Servicer shall have 15 Business Days (or, (a) with respect to a
Serviced Whole Loan (other than the Charles River Plaza North Whole Loan), such longer period as required by the related Co-Lender
Agreement for review by any related Companion Loan Holder or its Companion Loan Holder Representative and (b) with respect to the
Charles River Plaza North Whole Loan, such longer period as required by the related Co-Lender Agreement for review by any related
Whole Loan Directing Holder or its designee) (or 30 days with respect to an Acceptable Insurance Default) (from the date that the
Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested
from the Master Servicer) to analyze and approve such Major Decision or Special Servicer Decision and, prior to the end of such
15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 30-day period, as applicable,
for so long as a Control Termination Event has not occurred and is not continuing with respect to a Major Decision, is required
to notify the Controlling Class Representative, in the case of the Charles River Plaza North Whole Loan for so long as the related
Subordinate Companion Loan Holder is the related Whole Loan Directing Holder, the related Whole Loan Directing Holder or, in the
case of the WPC Department Store Portfolio Whole Loan, the WPC Department Store Portfolio Directing Holder, as applicable, of such
request for approval and provide its written analysis and recommendation with respect thereto. Following such notice, the Controlling
Class Representative, related Whole Loan Directing Holder or the WPC Department Store Portfolio Directing Holder, as applicable,
shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives
from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any
other information it may reasonably request (or, with respect to the AB Whole Loan, such longer time period as may be provided
in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any
request for approval. In any event, subject to the Co-Lender Agreement for any Whole Loan, if the Controlling Class Representative,
Whole Loan Directing Holder or WPC Department Store Portfolio Directing Holder, if required, does not respond to a request for
approval by 5:00 p.m. on the 10th Business Day or such longer period if required by the applicable Co-Lender Agreement or 20th
day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in
the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the
Controlling Class Representative and if the Master Servicer processes such request and the Special Servicer does not respond to
a request for approval within the required 15 Business Days or such longer period if required by the applicable Co-Lender Agreement
or 30 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any
non-Specially Serviced Loan, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine
whether to consent to or approve any request by the related Mortgagor with respect to any action that is neither a Major Decision
nor a Special Servicer Decision.


 


No modification, waiver
or amendment of any Co-Lender Agreement related to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any Serviced Companion
Loan, or an action to enforce rights with respect thereto, in each case, in a manner that materially and


 






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adversely affects the
rights, duties and obligations of the Special Servicer or the Master Servicer, as applicable, shall be permitted without the prior
written consent of the Special Servicer or the Master Servicer, as applicable.


 


(b)          All modifications,
waivers or amendments of any Mortgage Loan or Serviced Whole Loan shall be in writing and shall be effected in a manner consistent
with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify in writing the Trustee, the
Certificate Administrator, the Depositor, any related Serviced Companion Loan Holder(s) (in the case of a Serviced Whole Loan which,
for so long as any Serviced Companion Loan has been included in an Other Securitization Trust, shall be deemed to be the related
master servicer under the related Other Pooling and Servicing Agreement, unless the notifying party has received written notice
otherwise), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event),
the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, for posting to the
Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information
Provider, of any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan and the date thereof,
and shall deliver a copy to the Trustee, any related Serviced Companion Loan Holder(s) (in the case of a Serviced Whole Loan which,
for so long as any Serviced Companion Loan has been included in an Other Securitization Trust, shall be deemed to be the related
Other Master Servicer under the related Other Pooling and Servicing Agreement, unless the notifying party has received written
notice otherwise), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination
Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and an original
to the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following
the execution and recordation thereof. For the avoidance of doubt, the requirements with respect to delivery of an assumption agreement
shall be governed by Section 3.09.


 


(c)          Any modification
of any Mortgage Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Mortgage Loan Documents, or
any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Mortgage
Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained
at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement
or if such Mortgagor does not pay, at the expense of the Trust Fund.


 


(d)          Promptly after
any Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall request from the Certificate
Administrator the name of the current Controlling Class Representative and shall request from the Master Servicer the name of the
current related Companion Loan Holder(s). Upon receipt of the name of such current Controlling Class Representative from the Certificate
Administrator, the Special Servicer shall notify the Controlling Class Representative that such Mortgage Loan became a Specially
Serviced Loan. Upon receipt of the name(s) of such current related Companion Loan Holder from the Master Servicer, the Special
Servicer shall notify the related Companion Loan Holder that the related Serviced Whole Loan became a Specially Serviced Loan.
The Certificate Administrator shall be responsible for providing the name of the current Controlling Class


 






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Representative only
to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided
that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class
Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the
Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository
at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide
(on a reasonably prompt basis) such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund.


 


(e)          [Reserved.]


 


(f)          The Special Servicer
or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver
or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments
evidencing or securing the related Mortgage Loan or Serviced Whole Loan and, further, pursuant to the terms of this Agreement and
applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection
with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be
a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(g)          Notwithstanding
anything set forth in this Agreement, in no event shall the Special Servicer be permitted to:


 


(i)           extend
the Maturity Date of a Mortgage Loan or Serviced Whole Loan beyond a date that is three (3) years prior to the Rated Final Distribution
Date; or


 


(ii)          if
the Mortgage Loan or Serviced Whole Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan or Serviced
Whole Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to
the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options to
extend exercisable unilaterally by the related Mortgagor.


 


(h)          In connection
with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii)
the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation,
if the Mortgage Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require the
related Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value
ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the
remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then, unless
then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value,
if any. 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, will require a payment


 






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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.


 


(i)           If and to the
extent that the Trust, as holder of a Non-Serviced Mortgage Loan, is entitled to exercise any consent and/or consultation rights
with respect to modifications, waivers and amendments or certain other major decisions under the applicable Other Pooling and Servicing
Agreement, such rights shall be exercised by the Controlling Class Representative or, following a Consultation Termination Event,
the Operating Advisor, in accordance with Section 3.01(j). The Master Servicer and the Special Servicer shall only be obligated
to forward any requests received from the related Other Master Servicer or the related Other Special Servicer, as applicable, for
such consent and/or consultation to the Controlling Class Representative (unless, with respect to consent rights, a Control Termination
Event has occurred and is continuing or, with respect to consultation rights, a Consultation Termination Event has occurred) or,
following a Consultation Termination Event with respect to any consultation rights, to the Operating Advisor, and shall have no right or obligation to exercise any such consent
or consultation rights. For the avoidance of doubt, the foregoing provisions of this paragraph shall not impose any consent rights
on the Operating Advisor with respect to the Non-Serviced Mortgage Loan.


 


Section 3.25     Additional
Obligations with Respect to Certain Mortgage Loans.


 


(a)          With respect to
each Mortgage Loan (other than the Non-Serviced Mortgage Loans) with a Stated Principal Balance in excess of $35,000,000, with
respect to any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special Servicer, as applicable,
to the extent permitted by the related Mortgage Loan Documents, shall require a Rating Agency Confirmation and shall condition
its consent to such replacement on the Mortgagor paying for such Rating Agency Confirmation.


 


With respect to any Mortgage
Loan (other than a Non-Serviced Mortgage Loan), if any mezzanine loan is directly or indirectly secured by any equity interest
of the related Mortgagor, the Master Servicer (if (i) the related Mortgage Loan is a non-Specially Serviced Loan and (ii) the performance
of the particular obligation would not constitute a Special Servicer Decision or a Major Decision) or the Special Servicer (if
(i) the related Mortgage Loan is a Specially Serviced Loan or (ii) the performance of an obligation would constitute a Special
Servicer Decision or a Major Decision) shall perform the obligations of the Trust, as holder of the related Mortgage Loan, or its
servicer under the related mezzanine loan intercreditor agreement.


 


Section 3.26     Additional
Matters Regarding Advance Reimbursement.


 


(a)          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, the Master Servicer,
the Special Servicer or the Trustee, 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 3.06(a)(ii)(B) of this Agreement


 






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immediately,
may elect to refrain from obtaining such reimbursement for some or all such portion of the Nonrecoverable Advance during the one-month
Prepayment Period ending on the then-current Determination Date, for successive one-month periods for a total not to exceed 12
months; provided that any deferral in excess of 6 months shall be subject to the consent of the Controlling Class Representative
(unless a Control Termination Event has occurred and is continuing, in which case the Controlling Class Representative shall be
consulted with unless a Consultation Termination Event has occurred and is continuing). If the Master Servicer, the Special Servicer
or the Trustee makes such an election 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 discretion option
to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be reimbursable pursuant
to Section 3.06(a)(ii)(B) of this Agreement). In connection with a potential election by the Master Servicer, the Special
Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the
one-month Prepayment Period ending on the related Determination Date for any Distribution Date, the Master Servicer, the Special
Servicer or the Trustee shall further be authorized to wait for principal collections to be received before making its determination
of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof) until the end of such Prepayment
Period; provided, however, that if, at any time the Master Servicer, the Special Servicer or the Trustee, as applicable,
determines that the reimbursement of a Nonrecoverable Advance during a one-month Prepayment Period will exceed the full amount
of the principal portion of general collections deposited in the Collection Account for such Distribution Date, then the Master
Servicer, the Special Servicer or the Trustee, as applicable, shall, through a posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 11.13 of this Agreement, give the Rating Agencies at least 15 days’ notice prior to any
reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans
unless (1) the Master Servicer, the Special Servicer or the Trustee, as applicable, determines in its sole discretion that waiting
15 days after such a notice could jeopardize the Master Servicer’s, the Special Servicer’s or the Trustee’s,
as applicable, ability to recover such Nonrecoverable Advances, (2) changed circumstances or new or different information becomes
known to the Master Servicer, the Special Servicer or the Trustee, as applicable, that could affect or cause a determination of
whether any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (1) above, or (3) the Master Servicer or the Special Servicer, as applicable, has not timely received from the
Trustee information requested by the Master Servicer to consider in determining whether to defer reimbursement of a Nonrecoverable
Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer, the Special Servicer
or the Trustee, as applicable, shall, through a posting to the Rule 17g-5 Information Provider’s Website pursuant to Section
11.13 of this Agreement, give Rating Agencies notice of an anticipated reimbursement to it of Nonrecoverable Advances from
amounts in the Collection Account allocable to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances.
Subject to Section 11.13 of this Agreement, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall
have no liability for any loss, liability or expense resulting from any notice provided to Rating Agencies contemplated by the
immediately preceding sentence. Any election by the Master Servicer, the Special Servicer


 






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or the Trustee to refrain from reimbursing
itself for any Nonrecoverable Advance (together with interest thereon) or portion thereof with respect to any Collection Period
shall not be construed to impose on the Master Servicer, the Special Servicer or the Trustee any obligation to make such an election
(or any entitlement in favor of any Certificateholder or any other Person to such an election) with respect to any subsequent Collection
Period or to constitute a waiver or limitation on the right of the Master Servicer, the Special Servicer or the Trustee to otherwise
be reimbursed for such Nonrecoverable Advance immediately (together with interest thereon). Any such election by the Master Servicer,
the Special Servicer or the Trustee shall not be construed to impose any duty on the other such party to make such an election
(or any entitlement in favor of any Certificateholder or any other Person to such an election). 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 Prepayment Periods shall not limit the accrual of interest on such Nonrecoverable Advance for the period prior
to the actual reimbursement of such Nonrecoverable Advance. None of the Master Servicer, the Special Servicer, the Trustee or the
other parties to this Agreement will have any liability to one another or to any of the Certificateholders for any such election
that such party makes to refrain or not to refrain from reimbursing itself as contemplated by this paragraph or for any losses,
damages or other adverse economic or other effects that may arise from such an election nor will such election constitute a violation
of the Servicing Standard or any duty under this Agreement. The Master Servicer’s, the Special Servicer’s or the Trustee’s,
as applicable, election, if any, 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, the Special Servicer
or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall give the Master Servicer, the Special
Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance if there are principal collections then available
in the Collection Account pursuant to Section 3.06 of this Agreement or to defer reimbursement of a Nonrecoverable Advance
for an aggregate period exceeding 12 months.


 


(b)          If the Master
Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance is required to be
made, then the Trustee will be required: (i) if a Responsible Officer of the Trustee has actual knowledge of the failure, to give
the Master Servicer notice of its failure; and (ii) if the failure continues for three more Business Days, to make the Property
Advance unless the Trustee determines such Property Advance to be a Nonrecoverable Advance.


 


Section 3.27     Companion
Loan Co-Lender Matters.


 


(a)          If, pursuant to
Section 2.03, Section 3.17 or Section 9.01 of this Agreement, any Mortgage Loan that relates to a Serviced
Whole Loan is purchased from, repurchased from or substituted out of, the Trust Fund, the subsequent holder thereof shall be bound
by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the note(s) that represent
the related Mortgage Loan under such Co-Lender Agreement. All portions of the related Mortgage File and (to the extent provided
under the related Loan Purchase Agreement) other documents pertaining to such Mortgage Loan shall be endorsed or assigned to the
extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder of the Note(s) that represent
the related Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for the actual Note(s)) on behalf


 






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of the holder of the Note(s) that represent the Companion Loan. Thereafter, such Mortgage File shall be held by the holder of the
Note(s) that represent the related Mortgage Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself
and the holder of the related Companion Loan as their interests appear under the Co-Lender Agreement. If the related Servicing
File is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case
may be, under any separate servicing agreement for the Whole Loans.


 


(b)          With respect to
each Companion Loan that is part of a Serviced Whole Loan, notwithstanding any rights the Operating Advisor or the Controlling
Class Representative 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 Co-Lender Agreement provides that such right is exercisable by the related Companion
Loan Holder or is exercisable in conjunction with any related Companion Loan Holder or its Companion Loan Holder Representative,
then (i) neither the Operating Advisor nor the Controlling Class Representative shall be permitted to exercise such right or, (ii)
to the extent provided in the related Co-Lender Agreement, the Operating Advisor or the Controlling Class Representative, as applicable,
shall be required to exercise such right in conjunction with any related Companion Loan Holder or its Companion Loan Holder Representative,
as applicable. Additionally, notwithstanding anything in this Agreement to the contrary but subject to Section 3.17(p) (as
to consent rights) and Section 3.27(d) below (as to consultation rights), the Master Servicer or Special Servicer, as applicable,
shall consult with, seek the approval of, or obtain the consent of the holder of any Companion Loan or its Companion Loan Holder
Representative with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related
Co-Lender Agreement and shall not take such actions requiring consent of or consultation with the Companion Loan Holder or its
Companion Loan Holder Representative without such consent or consultation. In addition, notwithstanding anything to the contrary,
the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to the Companion Loan Holder as required
under the Co-Lender Agreement.


 


(c)          With respect to
each Serviced Whole Loan, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a statement setting forth,
to the extent applicable to such Serviced Whole Loan:


 


(i)           (A)
the amount of the distribution from the related Serviced Whole Loan Custodial Account allocable to principal and (B) separately
identifying the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor
or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein
and information on distributions made with respect to the related Serviced Whole Loan;


 


(ii)          the
amount of the distribution from the related Serviced Whole Loan Custodial Account allocable to interest and the amount of Default
Interest allocable to the related Serviced Whole Loan;


 


(iii)         the
amount of the distribution to the related Companion Loan Holder, separately identifying the non-default interest, principal and
other amounts included


 






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therein, and if the distribution to a Companion Loan Holder is less than the full amount that would be distributable
to such Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall and the allocation
thereof between interest and principal and the amount of the shortfall, if any, under the related Serviced Whole Loan;


 


(iv)         the
principal balance of each of the related Serviced Whole Loan and related Companion Loan after giving effect to the distribution
of principal on the most recent Distribution Date; and


 


(v)          the
amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution
Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.


 


Not later than each Distribution
Date, the Master Servicer shall make the foregoing statement available to the Companion Loan Holder by electronic means (which
may include posting such information pursuant to the applicable CREFC(R) reports on the Master Servicer’s website).


 


(d)          Unless otherwise
stated in the related Co-Lender Agreement and notwithstanding anything in this Agreement to the contrary, with respect to each
Serviced Whole Loan (other than the Charles River Plaza North Whole Loan, which is addressed in the next paragraph) (i)(a) with
respect to any non-Specially Serviced Loan, the Special Servicer (with respect to any Major Decision or Special Servicer Decision,
unless the Master Servicer and the Special Servicer mutually agree that, in connection with any modification, waiver or amendment
that constitutes a Major Decision or a Special Servicer Decision, the Master Servicer will, process and determine whether to consent,
subject to the consent of the Special Servicer, to such modification, waiver or amendment) or the Master Servicer (with respect
to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision), or (b) with
respect to any Specially Serviced Loan, the Special Servicer, as applicable, shall be required to provide copies of any notice,
information and report that it is required to provide to the Controlling Class Representative (or, with respect to the WPC Department
Store Portfolio Whole Loan, the WPC Department Store Portfolio Directing Holder) 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 such Serviced Whole
Loan, to any related Companion Loan Holder (or its Companion Loan Holder Representative), within the same time frame it is required
to provide to the Controlling Class Representative (for this purpose, without regard to whether such items are actually required
to be provided to the Controlling Class Representative under this Agreement due to the occurrence and continuance of a Control
Termination Event or a Consultation Termination Event) (or with respect to the WPC Department Store Portfolio Whole Loan, the WPC
Department Store Portfolio Directing Holder) and (ii) the Special Servicer, upon request, shall be required to consult with any
related Serviced Companion Loan Holder (or, with respect to the WPC Department Store Portfolio Whole Loan, prior to the occurrence
of a Consultation Termination Event, the Controlling Class Representative (or their representatives) or, after the occurrence of
a Consultation Termination Event, the Operating Advisor) on a strictly non-binding basis, to the extent having received such notices,
information and reports, such related Companion Loan Holder (or, with respect to the WPC Department Store Portfolio Whole 


 






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Loan, prior
to the occurrence of a Consultation Termination Event, the Controlling Class Representative (or their representatives)
or, after the occurrence of a Consultation Termination Event, the Operating Advisor) requests consultation with respect to
any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the
related Serviced Whole Loan, and consider alternative actions recommended by such related Serviced Companion Loan Holder (or,
with respect to the WPC Department Store Portfolio Whole Loan, prior to the occurrence of a Consultation Termination Event,
the Controlling Class Representative (or their representatives) or, after the occurrence of a Consultation Termination Event,
the Operating Advisor); provided that after the expiration of a period of ten (10) Business Days from the delivery to
such related Companion Loan Holder (or, with respect to the WPC Department Store Portfolio Whole Loan, prior to the
occurrence of a Consultation Termination Event, the Controlling Class Representative (or their representatives) or, after the
occurrence of a Consultation Termination Event, the Operating Advisor) by the Master Servicer or Special Servicer, as
applicable, of written notice of a proposed action, together with copies of the notice, information and report required to be
provided to the Controlling Class Representative (or, with respect to the WPC Department Store Portfolio Whole Loan, the WPC
Department Store Portfolio Directing Holder), the Master Servicer or Special Servicer, as applicable, shall no longer be
obligated to consult with such related Companion Loan Holder (or, with respect to the WPC Department Store Portfolio Whole
Loan, prior to the occurrence of a Consultation Termination Event, the Controlling Class Representative (or their
representatives) or, after the occurrence of a Consultation Termination Event, the Operating Advisor) or consider alternate
actions recommended by the related Companion Loan Holder (or, with respect to the WPC Department Store Portfolio Whole Loan,
prior to the occurrence of a Consultation Termination Event, the Controlling Class Representative (or their representatives)
or, after the occurrence of a Consultation Termination Event, the Operating Advisor), whether or not such related Companion
Loan Holder (or, with respect to the WPC Department Store Portfolio Whole Loan, prior to the occurrence of a Consultation
Termination Event, the Controlling Class Representative (or their representatives) or, after the occurrence of a Consultation
Termination Event, the Operating Advisor) has responded within such ten (10) Business Day period (unless the Master Servicer
or the Special Servicer, as applicable, proposes a new course of action that is materially different from the action
previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such
proposal and delivery of all information relating thereto); provided, further, that, if the Master Servicer or
the Special Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary
to protect the interests of the Certificateholders, the Master Servicer or the Special Servicer, as applicable, may take such
action without waiting for such response; provided, further, that, if the Master Servicer or the Special
Servicer, as applicable, takes any action in accordance with the immediately preceding proviso, the Master Servicer or the
Special Servicer, as applicable, shall provide the related Companion Loan Holder with prompt written notice following such
action, including a reasonably detailed explanation of the basis. Notwithstanding the consultation rights of any related
Companion Loan Holder (or its Companion Loan Holder Representative) set forth in the immediately preceding sentence, the
Master Servicer or the 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 the
Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests
of the Certificateholders and the related Companion Loan


 






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Holder. The Special Servicer shall not be obligated at any time to follow or take any alternative
actions recommended by a Companion Loan Holder (or its representative) with respect to a Serviced Whole Loan (other than the WPC
Department Store Portfolio Directing Holder).


 


In addition to the foregoing,
with respect to the Charles River Plaza North Whole Loan, (i) if the holder of the Charles River Plaza North Subordinate Companion
Loan is the Charles River Plaza North Directing Holder, the Special Servicer shall seek the approval of the holder of the Charles
River Plaza North Subordinate Companion Loan (or its representative) prior to taking any AB Whole Loan Major Decision, and (ii)
if the holder of the Charles River Plaza North Subordinate Companion Loan is not the Charles River Plaza North Directing Holder,
the Special Servicer shall (a) provide each related Pari Passu Companion Loan Holder (or its representative) copies of any notice,
information and report that it is required to provide to the Controlling Class Representative 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 such Serviced
Whole Loan to any related Companion Loan Holder (or its representative), within the same time frame it is required to provide to
the Controlling Class Representative (for this purpose, without regard to whether such items are actually required to be provided
to the Controlling Class Representative under this Agreement due to the occurrence of a Control Termination Event or a Consultation
Termination Event), and (b) upon request, consult with any related Pari Passu Companion Loan Holder (or its representative) on
a strictly non-binding basis, to the extent having received such notices, information and reports, such related Serviced Pari Passu
Companion Loan Holder (or its representative) requests consultation with respect to any such Major Decision or the implementation
of any recommended actions outlined in an Asset Status Report relating to the related Serviced Whole Loan, and consider alternative
actions recommended by such Serviced Companion Loan Holder (or its representative); provided that after the expiration of a period
of ten Business Days from the delivery to a related Companion Loan Holder (or its representative) of such items of written notice
of a proposed action, together with copies of the notice, information and report required to be provided to the Controlling Class
Representative, the Special Servicer will no longer be obligated to consult with such Pari Passu Companion Loan Holder (or its
representative), unless the Special Servicer proposes a new course of action that is materially different from the action previously
proposed, in which case such ten Business Days shall be deemed to begin anew from the date of such proposal and delivery of all
information relating thereto; provided, further, that if the Special Servicer determines (consistent with the Servicing Standard)
that immediate action is necessary to protect the interests of the Certificateholders, the Special Servicer may take such action
without waiting for such Pari Passu Companion Loan Holder’s response. The Special Servicer shall not be obligated at any
time to follow or take any alternative actions recommended by a Companion Loan Holder (or its representative) with respect to the
Charles River Plaza North Whole Loan (unless such Companion Loan Holder is the Charles River Plaza North Directing Holder).


 


In addition to the foregoing,
with respect to the WPC Department Store Portfolio Whole Loan, after the WPC Department Store Portfolio Securitization Date the
related Mortgage Loan shall be a Non-Serviced Mortgage Loan, and the rights, duties and obligations of the Trust and the parties
to this Agreement shall be as set forth herein with respect to Non-Serviced Mortgage Loans.


 






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(e)          In addition to
the consultation rights of a Companion Loan Holder (or its Companion Loan Holder Representative) provided in the immediately preceding
paragraph, a Companion Loan Holder shall have the right to attend (in person or telephonically) annual meetings with the Special
Servicer at the offices of the Special Servicer upon reasonable notice and at times reasonably acceptable to the Special Servicer
in which servicing issues related to the related Serviced Whole Loan are discussed.


 


(f)          Upon receipt of
written notice of the transfer of all or a portion of any Serviced Companion Loan, the Master Servicer shall notify the Special
Servicer, the Trustee, the Custodian and the Certificate Administrator of the identity and notice information of the successor
Companion Loan Holder(s) (or its representative) to the extent the Master Servicer has such information, such written notice is
not also addressed to such applicable party and the Master Servicer has not previously provided such information thereto; provided
that, if a Companion Loan has been included in an Other Securitization Trust, the Companion Loan Holder will be deemed to be the
related master servicer under the related Other Pooling and Servicing Agreement for purposes of providing notice(s), reports and
any other information to the Companion Loan Holder under this Agreement, unless the notifying party has received written notice
otherwise. Subject to Section 11.04, the Master Servicer may reasonably rely on the information provided to the Master Servicer
regarding the identity and/or contact information of a Serviced Companion Loan Holder (or its representative). Each of the Special
Servicer, the Trustee, the Custodian and the Certificate Administrator shall be entitled to rely on such information so provided
by the Master Servicer.


 


Notwithstanding the foregoing,
the Special Servicer shall not follow any advice, direction or consultation provided by the Operating Advisor, the Charles River
Plaza North Whole Loan Directing Holder, any Serviced Companion Loan Holder (or its representative), any Subordinate Companion
Loan Holder (or its representative) or the Controlling Class Representative that would require or cause the Special Servicer to
violate any applicable law, be inconsistent with the Servicing Standard or any Co-Lender Agreement, require or cause the Special
Servicer to violate provisions of this Agreement or the terms of any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder
or any party to this Agreement or their affiliates, officers, directors or agents to any claim, suit or liability, cause either
Trust REMIC to fail to qualify as a REMIC for federal income tax purposes, result in the imposition of “prohibited transaction”
or “prohibited contribution” tax under the REMIC provisions of the Code or the imposition of a tax upon either Trust
REMIC or the loss of REMIC status, or materially expand the scope of the Special Servicer’s responsibilities under this Agreement
or any Co-Lender Agreement.


 


Section 3.28     Appointment
and Duties of the Operating Advisor.


 


(a)          Pentalpha Surveillance
LLC is hereby appointed to serve as the initial Operating Advisor.


 


(b)          The Operating
Advisor, as an independent contractor, shall review the Special Servicer’s operational practices in respect of Specially
Serviced Loans, consult with the Special Servicer and perform each other obligation of the Operating Advisor as set forth in this
Agreement solely on behalf of the Trust and in the best interest of, and for the benefit of, the


 






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Certificateholders (as a collective
whole as if such Certificateholders and, with respect to a Serviced Companion Loan that is a Pari Passu Companion Loan, the related
holder(s) of such Pari Passu Companion Loan constituted a single lender) and not any particular Class of those Certificateholders,
as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment (the “Operating Advisor
Standard”). The Operating Advisor shall not owe any fiduciary duty to the Master Servicer, the Special Servicer or any
other Person in connection with this Agreement.


 


(c)          Prior to the occurrence
and continuance of a Control Termination Event, the Operating Advisor shall promptly review (i) all information available to Privileged
Persons on the Certificate Administrator’s Website with respect to the Special Servicer, assets on the CREFC®
Servicer Watch List and Specially Serviced Loans and (ii) each Final Asset Status Report.


 


(d)          (i)
After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor shall review the Special
Servicer’s operational practices in light of the Servicing Standard and the requirements of this Agreement, with respect
to the resolution and/or liquidation of the Specially Serviced Loans.


 


(ii)          After
the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review of any
annual compliance statement and any assessment of compliance delivered to the Operating Advisor pursuant to Section 10.07
and Section 10.08 of this Agreement, as applicable, any attestation report delivered to the Operating Advisor pursuant to
Section 10.09 of this Agreement, any Asset Status Report and other information (other than any communications between the
Controlling Class Representative, the Charles River Plaza North Directing Holder, the WPC Department Store Portfolio Directing
Holder or a Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as applicable, on the one hand, and the
Special Servicer, on the other hand, that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer,
the Operating Advisor shall (if any Mortgage Loans were Specially Serviced Loans during the prior calendar year) prepare and deliver
to the Depositor, the Rule 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the Rule
17g-5 Information Provider’s Website), the Trustee and the Certificate Administrator (which shall promptly post such Operating
Advisor Annual Report on the Certificate Administrator’s Website), within 120 days of the end of the prior calendar year
an annual report (the “Operating Advisor Annual Report”), substantially in the form of Exhibit R of this
Agreement (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; provided, further, 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
and with respect to each Asset Status Report delivered to the Operating Advisor by the Special Servicer during the prior calendar
year. As used in connection with the Operating Advisor Annual Report, the term “platform-level basis” refers to the
Special


 






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Servicer’s performance of its duties as they relate to the resolution 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 the items required
to be reviewed by it pursuant to this Agreement.


 


Subject to
the restrictions in this Agreement, including, without limitation, this Section 3.28, 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, (B) comply with all of the confidentiality
requirements regarding Privileged Information applicable to the Operating Advisor described in this Agreement and, (C) 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 describe any such limitations in the Operating Advisor Annual Report, and the Operating Advisor shall
not be subject to any liability arising from its lack of access to Privileged Information. Such Operating Advisor Annual Report
shall be delivered to the Trustee, the Certificate Administrator, the Rule 17g-5 Information Provider and the Depositor, and the
Certificate Administrator and the Rule 17g-5 Information Provider shall promptly, upon receipt, post such Operating Advisor Annual
Report on the Certificate Administrator’s Website and the Rule 17g-5 Information Provider’s Website, respectively;
provided, however, that the Operating Advisor shall deliver to (a) the Special Servicer, (b) for so long as a Consultation
Termination Event does not exist, the Controlling Class Representative, (c) with respect to the Charles River Plaza North Whole
Loan, the Charles River Plaza North Directing Holder (for so long as the holder of the Charles River Plaza North Subordinate Companion
Loan is the Charles River Plaza North Directing Holder) and (d) with respect to the WPC Department Store Portfolio Whole Loan,
the WPC Department Store Portfolio Directing Holder any annual report produced by the Operating Advisor at least ten (10) calendar
days prior to its delivery to the Depositor, the Trustee and the Certificate Administrator. The Operating Advisor may, but shall
not be obligated to, revise the Operating Advisor Annual Report based on any comments received from the Special Servicer or the
Controlling Class Representative. Notwithstanding the foregoing, no Operating Advisor Annual Report shall be required from the
Operating Advisor with respect to the Special Servicer if during the prior calendar year no Asset Status Report was prepared by
the Special Servicer in connection with a Specially Serviced Loan or REO Property. In addition, in the event the Special Servicer
is replaced during the prior calendar year, the Operating Advisor shall only be required to prepare an Operating Advisor Annual
Report relating to the entity that was acting as a 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.


 


(e)          Prior to the occurrence
and continuance of a Control Termination Event, the Special Servicer will forward any Appraisal Reduction Amount and 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 to the Operating Advisor after such calculations have been finalized. The Operating
Advisor shall review such


 






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calculations but may not opine on, or otherwise call into question such Appraisal Reduction Amount and/or
net present value calculations; provided, however, that if the Operating Advisor discovers a mathematical error contained
in such calculations, then the Operating Advisor shall notify the Special Servicer and the Controlling Class Representative of
such error.


 


(f)          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 used in the Special Servicer’s
determination of the course of action to be taken in connection with the workout or liquidation of a Specially Serviced Loan, 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 Information), 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.


 


In connection with this
Section 3.28, in the event the Operating Advisor does not agree with the mathematical calculations or the application of
the applicable non-discretionary portions of the formulas required to be utilized for such calculation, the Operating Advisor and
the Special Servicer 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 formulas in arriving at those mathematical calculations or any disagreement within
five (5) Business Days of delivery of such calculations to the Operating Advisor. In the event the Operating Advisor and Special
Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating
Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall 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 Fund. The Certificate Administrator shall be entitled to conclusively
rely on such third-party calculation.


 


(g)          After the occurrence
and during the continuance of a Control Termination Event, the Special Servicer shall consult (on a non-binding basis) with the
Operating Advisor in connection with any Major Decision and consider alternative actions recommended by the Operating Advisor,
but only to the extent consultation with, or consent of, the Controlling Class Representative would have been required prior to
the occurrence and continuance of such Control Termination Event. Notwithstanding the foregoing, in the case of the Charles River
Plaza North Whole Loan, for so long as the holder of the Charles River Plaza North Subordinate Companion Loan is the Charles River
Plaza North Directing Holder, and in the case of the WPC Department Store Portfolio Whole Loan, the Operating Advisor shall not
have any of the above described consultation or other rights with respect the Charles River Plaza North Whole Loan or the WPC Department
Store Portfolio Whole Loan.


 






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(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 relating to the Operating Advisor Annual Reports or actions by the
Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced in
any Operating Advisor Annual Report and made by Privileged Persons from time to time in accordance with the terms of Section
4.02(a) of this Agreement.


 


(i)          Subject to the
Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged Information received
from the Special Servicer, Controlling Class Representative, the Charles River Plaza North Directing Holder, the WPC Department
Store Portfolio Directing Holder or any Serviced Companion Loan Holder (or its Companion Loan Holder Representative) in connection
with the exercise of the rights of the Controlling Class Representative, the Charles River Plaza North Directing Holder, the WPC
Department Store Portfolio Directing Holder or Serviced Companion Loan Holder 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 Privileged Information.


 


(j)          The Operating
Advisor shall keep all Privileged Information confidential and shall not disclose such Privileged Information to any Person (including
Certificateholders other than the Controlling Class Representative (for so long as a Consultation Termination Event does not exist)),
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. Notwithstanding the foregoing,
the Operating Advisor will 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. Each party
to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information is
Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the Special
Servicer, the Charles River Plaza North Directing Holder (with respect to the Charles River Plaza North Whole Loan for so long
as the holder of the Charles River Plaza North Subordinate Companion Loan is the Charles River Plaza North Directing Holder) and,
unless a Consultation Termination Event has occurred and is continuing, the Controlling Class Representative (with respect to any
Mortgage Loan other than (a) the Charles River Plaza North Mortgage Loan for so long as the holder of the Charles River Plaza North
Subordinate Companion Loan is the Charles River Plaza North Directing Holder or (b) any Non-Serviced Whole Loan) other than pursuant
to a Privileged Information Exception.


 


(k)         On each Master
Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee from amounts on deposit in the
Collection Account or the Serviced Whole Loan Custodial Account, as applicable, pursuant to Section 3.06 or Section 3.06A
of this Agreement, as applicable. 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 rights. Each of the Operating Advisor Fee and the
Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account as provided in Section 3.06
and Section 3.06A of this Agreement (or the Serviced Whole Loan


 






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Custodial Accounts), but with respect to the Operating Advisor
Consulting Fee only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When the
Operating Advisor has consultation rights 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 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 with the Operating Advisor prior to any such waiver
or reduction. Notwithstanding the foregoing, the Operating Advisor, as and to the extent set forth herein, shall have limited obligations
or consultation rights with respect to any Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date or any related
REO Property and the WPC Department Store Portfolio Whole Loan, and in each case, no Operating Advisor Consulting Fee shall be
payable with respect thereto.


 


Section 3.29     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 “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 10 Business Days of the Rating Agency Confirmation request being posted to the
Rule 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 Requesting Party shall be required to promptly request the related Rating Agency Confirmation again, and if there is
no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request, as applicable,
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 or Co-Lender
Agreement requiring a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) or (z) below), then the Requesting Party (or, if the Requesting Party
is the related Mortgagor, then the Master Servicer (with respect to the non-Specially Serviced Loans, if the Master Servicer is
processing the action requiring Rating Agency Confirmation) or the Special Servicer (with respect to the Specially Serviced Loans,
REO Mortgage Loans and any non-Specially Serviced Loans if the Special Servicer is processing the action requiring Rating Agency
Confirmation with respect to such non-Specially Serviced Loans), as applicable) shall determine (with the consent of the Controlling
Class Representative (unless a Control Termination Event has occurred and is continuing) or consultation with the Controlling Class
Representative (unless a Consultation Termination Event has occurred and is continuing) or, with respect to the Charles River Plaza
North Whole Loan, for so long as the holder of the


 






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Charles River Plaza North Subordinate Companion Loan is the Charles River Plaza
North Directing Holder, the consent of the Charles River Plaza North Directing Holder or, with respect to the WPC Department Store
Portfolio Whole Loan (prior to the WPC Department Store Portfolio Securitization Date), the consent of the WPC Department Store
Portfolio Directing Holder, as applicable (but in the case of the Controlling Class Representative, only in the case of actions
that would otherwise be Major Decisions and, in the case of the Charles River Plaza North Subordinate Companion Loan or the WPC
Department Store Portfolio Directing Holder, only in the case of actions that would otherwise be AB Whole Loan Major Decisions),
which consent shall be pursued by the Special Servicer and deemed given if such Controlling Class Representative, Charles River
Plaza North Directing Holder or the WPC Department Store Portfolio Directing Holder, as applicable, does not respond within seven
(7) Business Days of receipt of a request from the Special Servicer to consent to the Requesting Party’s determination),
in accordance with its duties under this Agreement and in accordance with the Servicing Standard whether such action would be in
accordance with the Servicing Standard, and if the Requesting Party (or if the Requesting Party is the related Mortgagor, then
the Master Servicer (with respect to non-Specially Serviced Loans, if the Master Servicer is processing the action requiring Rating
Agency Confirmation) or the Special Servicer (with respect to Specially Serviced Loans, REO Mortgage Loans and non-Specially Serviced
Loans if the Special Servicer is processing)) determines that such action would be in accordance with the Servicing Standard, except
as provided in Section 3.29(b), then the requirement to obtain a Rating Agency Confirmation shall not apply, (y) with respect
to a replacement of the Master Servicer or Special Servicer, such condition shall be considered satisfied if (i) 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 a Special Servicer), if Fitch is the non-responding Rating Agency; (ii) KBRA has not cited servicing concerns of
the applicable replacement master servicer or special servicer as the sole or material factor in any qualification, downgrade or
withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of
securities in any other commercial mortgage backed securitization transaction serviced by the applicable servicer prior to the
time of determination, if KBRA is the non-responding Rating Agency; (iii) Moody’s has not cited servicing concerns of the
applicable replacement master servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
in any other CMBS transaction serviced by the applicable servicer prior to the time of determination, if Moody’s is the non-responding
Rating Agency; and (iv) the replacement master servicer or replacement special servicer is acting as master servicer or special
servicer, as applicable, in a commercial mortgage loan securitization that was rated by a Rating Agency within the 12-month period
prior to the date of determination and Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings
of one or more classes of CMBS certificates citing servicing concerns with the replacement master servicer or replacement special
servicer, as applicable, as the sole or material factor in such rating action, if Morningstar is the non-responding Rating Agency;
and (z) with respect to a replacement or successor of the Operating Advisor, such condition shall be deemed to be waived with respect
to any non-responding Rating Agency so long as such Rating Agency has not cited concerns regarding the replacement operating advisor
as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial 


 






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mortgage-backed securities transaction
with respect to which the replacement operating advisor acts as trust advisor or operating advisor prior to the time of determination.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor 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 reasonably necessary for the Rating Agency to process such
request, subject to Section 11.13. Such written Rating Agency Confirmation request shall be provided in electronic format
in accordance with Section 11.13(b) and the Master Servicer, Special Servicer. Certificate Administrator, Operating Advisor
or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to the Rating Agencies in accordance
with Section 11.13(b).


 


Promptly following the
Requesting Party’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s or the Special
Servicer’s, as applicable) determination to take any action discussed in this Section 3.29(a) without receiving any
required Rating Agency Confirmation, such Requesting Party (or the Master Servicer or the Special Servicer, as applicable) shall
provide electronic written notice in accordance with Section 11.13(b) of the action taken for the particular item at such
time and the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, shall be required to send
the Rating Agency Confirmation request to the Rating Agencies in accordance with Section 11.13(b).


 


(b)          Notwithstanding
anything to the contrary in Section 3.29(a), for purposes of the provisions of any Loan Document relating to defeasance
(including without limitation the type of collateral acceptable for use as defeasance collateral), release or substitution of any
collateral, any Rating Agency Confirmation requirement as to which the Master Servicer (with respect to non-Specially Serviced
Loans if the Master Servicer is processing the action requiring the Rating Agency Confirmation) or the Special Servicer (with respect
to Specially Serviced Loans, REO Mortgage Loans and non-Specially Serviced Loans if the Special Servicer is processing the action
requiring Rating Agency Confirmation with respect to such non-Specially Serviced Loans) would have been permitted to make a determination
pursuant to Section 3.29(a)(x) shall be deemed to have been satisfied (it being understood that the Master Servicer (with
respect to non-Specially Serviced Loans if the Master Servicer is processing the action requiring Rating Agency Confirmation) or
the Special Servicer (with respect to Specially Serviced Loans, REO Mortgage Loans and non-Specially Serviced Loans if the Special
Servicer is processing the action requiring Rating Agency Confirmation with respect to such non-Specially Serviced Loans), as applicable)
shall in any event review the conditions required under the related Loan Documents with respect to such defeasance, release or
substitution and confirm to its satisfaction in accordance with the Servicing Standard that such conditions (other than the requirement
for a Rating Agency Confirmation) have been satisfied).


 


(c)          For all other
matters or actions (i) that are not specifically discussed in clauses (x), (y) or (z) of Section 3.29(a) above
or (ii) that are not the subject of a Rating Agency Declination, the proposed action may not be permitted to proceed unless the
applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.


 






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(d)          With respect to
any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to the servicing
and administration of the related Serviced Mortgage Loan, the related Serviced Whole Loan or any related REO Property (including,
but not limited to, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) (the “Relevant Action”)
requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except
as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as
a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall
be sought by the Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative or applicable
Certificateholders, as applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s)
in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to any
Serviced Companion Loan Securities will be subject to, and will be permitted to be waived by the Master Servicer and the Special
Servicer on, and will be deemed to be satisfied or not to apply on, the same terms and conditions applicable to obtaining Rating
Agency Confirmations, as set forth in this Agreement; provided that the Master Servicer, Special Servicer, Trustee, Certificate
Administrator, Controlling Class Representative or applicable Certificateholders, as applicable, depending on which is seeking
the subject Companion Loan Rating Agency Confirmation, shall forward to one or more of its counterpart (i.e., the Other
Master Servicer, Other Special Servicer, Other Trustee or Other Certificate Administrator, as applicable), the Rule 17g-5 Information
Provider’s counterpart for the related Other Securitization Trust, or such other party or parties (as are agreed to by the
Master Servicer, the Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative or applicable Certificateholders,
as applicable, and the applicable parties for the related Other Securitization Trust), at the expense of the Other Securitization
Trust to the extent not borne by the related Mortgagor, and in such format as the sender and recipient may reasonably agree, (i)
the request for such Companion Loan Rating Agency Confirmation at least two (2) Business Days before it is sent to the applicable
Companion Loan Rating Agency, (ii) all materials forwarded to the Rule 17g-5 Information Provider under this Agreement in connection
with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at approximately the same time that such materials
are forwarded to the Rule 17g-5 Information Provider, and (iii) any other materials that the applicable Companion Loan Rating Agency
may reasonably request in connection with such Companion Loan Rating Agency Confirmation promptly following such request.


 


(e)          Each of the Master
Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special Servicer, provide
to the Special Servicer the contact information for an Other Master Servicer, an Other Special Servicer, an Other Trustee, an Other
Certificate Administrator and the Rule 17g-5 Information Provider’s counterpart for an Other Securitization Trust, in each
case to the extent known to it.


 


Section
3.30     Certain Matters Relating to the Non-Serviced Mortgage Loans. In the event that any
of the related Other Trustee, the related Other Master Servicer, the related Other Certificate Administrator or the related
Other Special Servicer shall be replaced in accordance with the terms of the related Other Pooling and Servicing Agreement,
the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related


 






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Other Trustee, the related Other
Master Servicer, the related Other Certificate Administrator or the related Other Special Servicer, as the case may be, in each
case with reasonable promptness following request therefor by a party to the related Other Pooling and Servicing Agreement.


 


Prior to the WPC Department
Store Portfolio Securitization Date, the Custodian shall hold the Mortgage File with respect to the related Whole Loan. On the
WPC Department Store Portfolio Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the
Mortgage File (other than the Note(s) evidencing the related Mortgage Loan, the original of which shall be retained by the Custodian)
for the related Whole Loan to the related Other Trustee and (ii) the Master Servicer shall, upon written request, if the Master
Servicer is not the related Other Master Servicer, transfer the Servicing File along with any escrows or reserve funds held for
such Whole Loan to the related Other Master Servicer.


 


In connection with the
sale of any Non-Serviced Whole Loan by any Other Special Servicer, upon receipt of any notices or materials required to be furnished
by the applicable Other Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender
Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials
to the Controlling Class Representative for its consent, if such consent is required (or for consultation, if consultation is required).
The Special Servicer may (with the consent of the Controlling Class Representative prior to the occurrence and continuance of a
Control Termination Event or after consultation with the Controlling Class Representative prior to the occurrence and continuance
of a Consultation Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in
the related Co-Lender Agreement.


 


With respect to any Non-Serviced
Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Consultation Termination Event,
or the Operating Advisor, following the occurrence and during the continuance of a Control 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 Co-Lender Agreement) under the related Co-Lender Agreement.


 


Section
3.31     General Acknowledgement Regarding Companion Loan Holders. Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) each Companion Loan Holder may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) each Companion
Loan Holder may act solely in its own interests; (iii) no Companion Loan Holder has any duty to the Holders of any Class of
Certificates; and (iv) no Companion Loan Holder shall have any liability whatsoever for having so acted in its own interests,
and no Certificateholder may take any action whatsoever against any Companion Loan Holder or any director, officer, employee,
agent or principal thereof for such Companion Loan Holder’s having so acted in its own interests.


 


Section 3.32     Litigation
Control.


 


(a)          With respect to
any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any Serviced Companion Loan or any related REO Loan or related REO
Property, the Special Servicer shall in accordance with the Servicing Standard, direct, manage, prosecute


 






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


 


(b)          
To the extent the Master Servicer is named in Loan-Related Litigation, and neither the Trust nor the Special Servicer is
named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the Master
Servicer shall (i) provide quarterly (unless requested in writing from time to time on a more frequent basis) status reports to
the Special Servicer, regarding such Loan-Related Litigation; (ii) use reasonable efforts to have the Trust replace the Master
Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a party to the lawsuit, consult
with and act at the direction of the Special Servicer with respect to material decisions and material monetary settlements related
to the interests of the Trust in such Loan-Related Litigation, including but not limited to the selection of counsel. If and/or
once the Trust and/or the Special Servicer are named, the Special Servicer shall assume control of the Loan-Related Litigation
as provided in Section 3.32(a) above, the Master Servicer shall no longer have the reporting obligations set forth above
and the Special Servicer’s selection of counsel shall be subject to the consent of the Master Servicer which consent shall not
be unreasonably withheld. Further, if there are claims against the Master Servicer, the Trust, and the Special Servicer, each party
at the request of the other shall enter into a joint defense agreement in accordance with Section 3.32(h) below.


 


(c)          
The Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any
Loan-Related Litigation or (ii) initiate any material Loan-Related Litigation unless and until it has notified in writing the Controlling
Class Representative (for so long as no Consultation Termination Event has occurred and is continuing and to the extent the identity
of the Controlling Class Representative is actually known to the Special Servicer; provided that the Special Servicer shall make
due inquiry of the Certificate Administrator as to the identity of the Controlling Class Representative), and the related holder
of any Companion Loan (if such matter affects a Serviced Companion Loan and to the extent the identity of the holder of such Serviced
Companion Loan is actually known to the Special Servicer), and the Controlling Class Representative (for so long as no Control
Termination Event has occurred and is continuing) has not objected in writing within five (5) Business Days of having been notified
thereof and having been provided with all information that the Controlling Class Representative has reasonably requested with respect
thereto promptly following its receipt


 






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of
the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer
within such 5 Business Day period, then the Controlling Class Representative shall be deemed to have approved the taking of such
action); provided that, if the Special Servicer determines (consistent with the Servicing Standard) that immediate action is necessary
to protect the interests of the Certificateholders and, with respect to a Serviced Whole Loan, the related Companion Loan Holders,
the Special Servicer may take such action without waiting for the Controlling Class Representative’s response.


 


(d)          
Notwithstanding Section 3.32(c) above, neither of the Special Servicer nor the Master Servicer shall follow any advice,
direction or consultation provided by the Controlling Class Representative that would require or cause the Special Servicer or
the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require or cause
the Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause the Special
Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder
or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability, cause any Trust
REMIC created hereunder to fail to qualify as a REMIC, or any Grantor Trust created hereunder to fail to qualify as a grantor trust
for federal income tax purposes or result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions, or materially expand the scope of the Special Servicer’s, the Master Servicer’s, the
Certificate Administrator’s or the Trustee’s, as applicable, responsibilities under this Agreement.


 


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


 


(f)           
Further, nothing in this Section 3.32 shall require the Master Servicer, the Special Servicer or any other party
to this Agreement to take or fail to take any action which, in such party’s reasonable judgment, may result in a violation
of the REMIC Provisions, Grantor Trust Provisions, subject the Master Servicer, the Special Servicer or other such party to liability,
or materially expand the scope of the Master Servicer’s, the Special Servicer or such party’s obligations under this
Agreement.


 


(g)          
In the event where the Master Servicer or Special Servicer is a named party neither the Special Servicer nor the Master
Servicer will settle on behalf of the other such party, any Loan-Related Litigation without such other party’s consent unless:
(i) such settlement does not contain or require any admission of liability, wrongdoing or consent to injunctive relief on the part
of such other party and such other party is fully released, (ii) the cost of such settlement or any resulting judgment is and shall
be paid by the Trust and payment of such cost or judgment is provided for in this Agreement, (iii) such other party is and shall
be indemnified as and to the extent provided in this Agreement for all costs and expenses incurred in defending


 






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and
settling the Loan-Related Litigation and for any judgment, (iv) any such action taken by the Master Servicer at the direction
of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (v) the
Master Servicer or the Special Servicer, as applicable, provides such other party with assurance reasonably satisfactory to such other
party, as to the items in clauses (i), (ii), (iii) and (iv).


 


(h)          
In the event both the Master Servicer and the Special Servicer or the Trust are named in Loan-Related Litigation, to the
extent that the Master Servicer and the Special Servicer deem it appropriate, the Master Servicer and the Special Servicer shall
(i) use reasonable efforts to enter into a joint defense agreement and (ii) otherwise cooperate with each other to afford the Master
Servicer and the Special Servicer the rights afforded to such party in this Section 3.32.


 


(i)           
This Section 3.32 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master
Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Loan-Related Litigation
on behalf of the Trust in accordance with the Servicing Standard.


 


(j)           
Notwithstanding the foregoing, and subject to the requirements of the second sentence in the second paragraph of Section
3.01(a) of this Agreement, (i) in the event that any action, suit, litigation or proceeding names the Trustee, Certificate
Administrator or Custodian, in its respective individual capacity, or in the event that any judgment is rendered against the Trustee,
Certificate Administrator or Custodian, as applicable, in its individual capacity, the Trustee, Certificate Administrator or Custodian,
as applicable, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and
appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage
or prosecute such litigation or claim); (ii) in the event of any action, suit, litigation or proceeding, other than an action,
suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under
the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master
Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, Certificate Administrator or Custodian,
as applicable, (A) initiate an action, suit, litigation or proceeding in the name of the Trustee, Certificate Administrator or
Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Trustee, Certificate Administrator
or Custodian, as applicable, (C) settle any claim giving rise to liability to the Trustee, Certificate Administrator or Custodian,
as applicable, in its individual capacity, or (D) prepare, execute or deliver any government filings, forms, permits, registrations
or other documents or take any other similar actions with the intent to cause, and that actually causes, the Trustee, Certificate
Administrator or Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer
nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Trustee, Certificate Administrator
or Custodian to grant such consent); and (iii) in the event that any court finds that the Trustee, Certificate Administrator or
Custodian, as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising
from this Agreement or any Mortgage Loan, the Trustee, the Certificate Administrator or the Custodian, as applicable, shall have
the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests,
whether as Trustee, Certificate Administrator or Custodian, as


 






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applicable,
or individually (but not to otherwise direct, manage or prosecute such litigation or claim); provided, however, nothing in this
subsection shall be interpreted to preclude the Special Servicer (with respect to any material Loan-Related Litigation, with the
consent or consultation of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination
Event or Consultation Termination Event, respectively) from initiating any action, suit, litigation or proceeding in its name
as representative of the Trust.


 


Notwithstanding the
foregoing or anything to the contrary in this Section 3.32, this Section 3.32 shall not apply to any Loan-Related
Litigation and shall have no force and effect with respect thereto, in the event that either (i) at the time such Loan-Related
Litigation is commenced or at any time during the continuance of such Loan-Related Litigation, Rialto Capital Advisors, LLC is
no longer the Special Servicer with respect to the related Mortgage Loan or related Whole Loan or has received notice of its replacement
as Special Servicer with respect to the related Mortgage Loan or related Whole Loan whether or not such replacement is effective
or (ii) the Depositor, any Sponsor, any Mortgage Loan Seller, any Initial Purchaser, or any of their respective affiliates is an
adverse party (with respect to the Trust or the Special Servicer) to such Loan-Related Litigation or holds any interest which is
adverse to the Trust or the Special Servicer in the related Mortgage Loan or related Whole Loan (or any portion thereof) or the
related Mortgaged Property to which Loan-Related Litigation relates, unless otherwise agreed to in writing by each of the Depositor,
Sponsor, Mortgage Loan Seller, Initial Purchaser, or affiliate that is such a party or holds such interest, and in each case under
clauses (i) and (ii) above, the applicable party listed above shall provide notice of such occurrence to the Master Servicer pursuant
to the terms of this Agreement. For the further avoidance of doubt, in such circumstance described in this paragraph, the rights
and obligations of the Master Servicer and the Special Servicer relating to litigation shall be as otherwise set forth in this
Agreement.


 


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


Section 4.01     
Distributions.


 


(a)          
(i)  On each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified
in the first paragraph of Section 4.06(a) of this Agreement. On each Master Servicer Remittance Date in March of any calendar
year, the Certificate Administrator shall withdraw from the Interest Reserve Account the related Withheld Amounts pursuant to Section
3.23 of this Agreement, and shall deposit any such amounts in the Lower-Tier Distribution Account. On each Distribution Date,
the amounts that have been transferred to the Lower-Tier Distribution Account from the Collection Account or as P&I Advances
or Compensating Interest Payments or pursuant to the preceding two sentences shall be deemed distributed on the Lower-Tier Regular
Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(ii) and Section 4.01(c)(ii) of this Agreement.
Thereafter, such amounts shall be considered to be held in the Upper-Tier Distribution Account until distributed to the Certificateholders.


 


(ii)          
All distributions made in respect of interest on any Class of Principal Balance Certificates on each Distribution Date pursuant to
Section 4.01(b), Section 4.01(d) or


 






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Section
9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding
Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions made in respect of interest on any
Class of Class X Certificates on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d) or Section
9.01, and allocable to any particular Component of such Class of Certificates in accordance with the last paragraph of Section
4.01(b), shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of such
Component’s Corresponding Lower-Tier Regular Interest. All distributions made in respect of principal of any Class of Principal
Balance Certificates on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d) or Section 9.01
shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding
Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions of reimbursements of Realized Losses
made in respect of any Class of Regular Certificates (other than the Class X Certificates) on each Distribution Date pursuant
to Section 4.01(b), Section 4.01(d) or Section 9.01 shall be deemed to have first been distributed from the
Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest.


 


On each Distribution Date, the Class R
Certificates shall receive distributions of any amounts remaining in the Lower-Tier Distribution Account in respect of the Lower-Tier
Residual Interest after all payments have been made to the Certificate Administrator on behalf of the Trustee as the holder of
the Lower-Tier Regular Interests in accordance with this Section 4.01(a)(ii) and Section 4.01(c)(ii).


 


(b)          
On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier Distribution Account the amounts
on deposit in the Upper-Tier Distribution Account in respect of interest, principal and reimbursement of Realized Losses, to the
extent of Available Funds, and distribute such amounts to the Holders of each Class of Certificates (other than the Class Z Certificates)
in the amounts and in the order of priority set forth below:


 


(i)           
to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class
X-E, Class X-F and Class X-NR Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance
with, the respective Interest Distribution Amounts for those Classes;


 


(ii)          
to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates in reduction of the Certificate
Principal Balances thereof in the following priority:


 


 (A)        
to the Holders of the Class A-SB Certificates, in an amount equal to the lesser of the Principal Distribution Amount
for such Distribution Date and the amount necessary to reduce the aggregate Certificate Principal Balance of the Class A-SB
Certificates to the Class A-SB Scheduled Principal Balance for such Distribution Date;


 


 (B)        
to the Holders of the Class A-1 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after


 






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payments
pursuant to clause (A) above until the outstanding Certificate Principal Balance of the Class A-1 Certificates has been
reduced to zero;


 


 (C)         
to the Holders of the Class A-2 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clauses (A) and (B) above until the outstanding Certificate Principal Balance of
the Class A-2 Certificates has been reduced to zero;


 


 (D)        
to the Holders of the Class A-3 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clauses (A) through (C) above until the outstanding Certificate Principal Balance
of the Class A-3 Certificates has been reduced to zero;


 


 (E)          to the Holders of the Class A-4 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clauses (A) through (D) above until the outstanding Certificate Principal Balance
of the Class A-4 Certificates has been reduced to zero; and


 


 (F)          to the Holders of the Class A-SB Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clauses (A) through (E) above until the outstanding Certificate Principal Balance
of the Class A-SB Certificates has been reduced to zero;


 


(iii)         
to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, up to an amount equal to,
and pro rata based upon, the aggregate unreimbursed Realized Losses previously allocated to each such Class, plus interest
thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such
Class;


 


(iv)         
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount for such Class;


 


(v)          
to the Holders of the Class A-S Certificates, in reduction of the Certificate Principal Balance thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Balance thereof is reduced to zero;


 


(vi)         
to the Holders of the Class A-S Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


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


 






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(viii)       
to the Holders of the Class B Certificates, in reduction of the Certificate Principal Balance thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Balance thereof is reduced to zero;


 


(ix)         
to the Holders of the Class B Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class


 


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


 


(xi)         
to the Holders of the Class C Certificates, in reduction of the Certificate Principal Balance thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Balance thereof is reduced to zero;


 


(xii)        
to the Holders of the Class C Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xiii)        to the Holders of the Class D and Class X-D Certificates, in respect of interest, up to an amount equal to, and pro
rata in accordance with, the respective Interest Distribution Amounts for each such Class;


 


(xiv)       
to the Holders of the Class D Certificates, in reduction of the Certificate Principal Balance thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Balance thereof is reduced to zero;


 


(xv)        
to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xvi)       
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount for such Class;


 


(xvii)      
to the Holders of the Class E Certificates, in reduction of the Certificate Principal Balance thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Balance thereof is reduced to zero;


 



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(xviii)      
to the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xix)        
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount for such Class;


 


(xx)         
to the Holders of the Class F Certificates, in reduction of the Certificate Principal Balance thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Balance thereof is reduced to zero;


 


(xxi)        
to the Holders of the Class F Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xxii)       
to the Holders of the Class NR Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount for such Class;


 


(xxiii)      
to the Holders of the Class NR Certificates, in reduction of the Certificate Principal Balance thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Balance thereof is reduced to zero;


 


(xxiv)      
to the Holders of the Class NR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class; and


 


(xxv)       
to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, any amounts remaining in
the Upper-Tier Distribution Account.


 


Notwithstanding
the foregoing, on each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal payments
described in priority (ii) above, remaining Available Funds at such level shall be distributed up to an amount equal to the
Principal Distribution Amount for such Distribution Date to the respective Holders of the Class A-1, Class A-2, Class A-3, Class
A-4 and Class A-SB Certificates, pro rata, based on their respective Certificate Principal Balances, in reduction of their
respective Certificate Principal Balances (and the schedule for the Class A-SB principal distributions shall be disregarded).
Any remaining Available Funds will then be allocated as provided in priorities (iii) through (xxv) above.


 


All distributions
of interest made in respect of a Class of the Class X Certificates on any Distribution Date pursuant to clause (b)(i)
above or Section 4.01(d), shall be deemed to


 






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have
been made in respect of all the Components of such Class, pro rata in accordance with the respective amounts of interest
that would be payable on such Components on such Distribution Date based on one-twelfth of the Class X Strip Rate of such
Component multiplied by its respective Component Notional Amount, reduced by its share of any Excess Prepayment Interest Shortfall
for such Distribution Date, together with any amounts thereof remaining unpaid from previous Distribution Dates.


 


(c)          
(i)  On any Distribution Date, any Yield Maintenance Charge collected on the Mortgage Loans as of the related
Determination Date shall be distributed to Holders of the Classes of Certificates as follows: (a) pro rata, between (i)
the group (the “YM Group A”) of Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A and Class
A-S Certificates, pro rata, and (ii) the group (the “YM Group B” and collectively with the YM Group A,
the “YM Groups”) of Class X-B, Class X-D, Class B, Class C and Class D Certificates, based upon the aggregate
amount of principal distributed to the Classes of Principal Balance Certificates in each YM Group on such Distribution Date; and
(b) as among the respective Classes of Certificates in each YM Group in the following manner: (1) each Class of Principal Balance
Certificates in such YM Group will be entitled to receive on each Distribution Date the portion of such Yield Maintenance Charge
in an amount equal to the product of (x) a fraction whose numerator is the amount of principal distributed to such Class of Principal
Balance Certificates on such Distribution Date and whose denominator is the total amount of principal distributed to all of the
Principal Balance Certificates in such YM Group on such Distribution Date, (y) the Base Interest Fraction for the related Principal
Prepayment with respect to such Class of Principal Balance Certificates, and (z) the aggregate amount of such Yield Maintenance
Charge allocated to such YM Group and (2) the portion of such Yield Maintenance Charge allocated to such YM Group remaining after
such distributions to the applicable Class(es) of Principal Balance Certificates, will be distributed to the Class of Class X Certificates
in such YM Group, and in the case of the 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.


 


After the Distribution
Date on which the Certificate Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class
B, Class C and Class D Certificates have been reduced to zero, all Yield Maintenance Charges collected with respect to the Mortgage
Loans will be distributed pro rata to the Holders of the Class X-B Certificates, regardless of whether the notional amount
of such Class of Certificates has been reduced to zero.


 


(ii)          
Any Yield Maintenance Charge that is to be distributed to the Regular Certificates on any Distribution Date shall be deemed
distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests then receiving a
principal distribution, pro rata, based on the respective amounts of those principal distributions.


 


(d)          
On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Excess Liquidation Proceeds Reserve
Account and shall distribute such amounts in the following priority:


 


(i)           
first, to the Holders of the Regular Certificates (in the same order as distributions are made pursuant to Section 4.01(b)
of this Agreement) up to an amount


 






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equal
to all amounts remaining due and payable on the Regular Certificates in accordance with Section 4.01(b) of this Agreement,
and any Realized Loss allocable to such Certificates, after application of the Available Funds for such Distribution Date; and


 


(ii)          
second, to the Holders of the Class R Certificates, in accordance with the last sentence of Section 3.05(c)
of this Agreement.


 


Amounts paid with
respect to the Mortgage Loans from the Excess Liquidation Proceeds Reserve Account pursuant to the preceding clause (i) shall
first be deemed to have been distributed to reimburse the Lower-Tier REMIC in respect of any Realized Losses or other shortfalls
allocated to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests in reimbursement of Realized Losses previously
allocated thereto and payment of other amounts due thereon.


 


(e)          
On each Distribution Date, following the deemed distributions of principal or in reimbursement of previously allocated Realized
Losses made in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)(ii), the Lower-Tier Principal Balance
of each Lower-Tier Regular Interest (after taking account of such deemed distributions) shall be reduced as a result of Realized
Losses to equal the Certificate Principal Balance of the Class of Corresponding Certificates that will be outstanding immediately
following such Distribution Date.


 


(f)           
The Certificate Principal Balance of each Class of Principal Balance Certificates will be reduced without distribution on
any Distribution Date, as a write-off, to the extent of any Realized Loss allocated to such Class of Certificates on such
Distribution Date. On each Distribution Date, any Realized Loss for such Distribution Date will be allocated to the following Classes
of Regular Certificates in the following order, until the Certificate Principal Balance of each such Class of Certificates is reduced
to zero; first, to the 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 to the (i) Class A-1
Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates
and (v) Class A-SB Certificates based on their respective Certificate Principal Balances. Any amounts recovered in respect
of any amounts previously written off as Realized Losses will be distributed to the Classes of Certificates to which Realized Losses
have been allocated in order of their seniority and shall be deemed to be distributed to the Corresponding Lower-Tier Regular Interests.
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 Principal Balance of the Class of Certificates in respect of which any such
reimbursement is made. To the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections
on the Mortgage Loans (including REO Mortgage Loans) and previously resulted in a reduction of the Principal Distribution Amount
are subsequently recovered on the related Mortgage Loan or REO Property, then (on the Distribution Date related to the Prepayment
Period during which the recovery occurred) the amount of such recovery will be added to the Certificate Principal Balance of the
Class or Classes of Regular Certificates (other than the Class X Certificates) that previously were allocated Realized Losses,
in the same sequential order as distributions pursuant to Section 4.01(b) of this Agreement, in each case up to the lesser
of the


 






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unallocated
portion of such recovery and the amount of the unreimbursed Realized Losses previously allocated to the subject Class of Certificates,
and the Interest Shortfall with respect to each affected Class of Regular Certificates for the next Distribution Date will be
increased by the amount of interest that would have accrued through the then current Distribution Date if the restored write-down
for such Class of Regular Certificates had never been written down (and, to the extent that the Certificate Principal Balance
of, and any interest payable on, any Class of Regular Certificates is so increased, an identical increase shall be deemed made
to the Lower-Tier Principal Balance of, and any interest payable on, the Corresponding Lower-Tier Regular Interest). If the Certificate
Principal Balance of any Class of Regular Certificates (other than the Class X Certificates) (or the Lower-Tier Principal
Balance of any Lower-Tier Regular Interest) is so increased, the amount of unreimbursed Realized Losses of such Class of Certificates
(or such Lower-Tier Regular Interest, as the case may be) shall be decreased by such amount.


 


The Notional Amount
of the Class X-A Certificates will be reduced to reflect reductions of the Certificate Principal Balance of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S Certificates resulting from allocations of Realized
Losses. The Notional Amount of the Class X-B Certificates will be reduced to reflect reductions of the Certificate Principal Balance
of the Class B Certificates resulting from allocations of Realized Losses. The Notional Amount of the Class X-D Certificates
will be reduced to reflect reductions of the Certificate Principal Balance of the Class D Certificates resulting from allocations
of Realized Losses. The Notional Amount of the Class X-E Certificates will be reduced to reflect reductions of the Certificate
Principal Balance of the Class E Certificates resulting from allocations of Realized Losses. The Notional Amount of the Class
X-F Certificates will be reduced to reflect reductions of the Certificate Principal Balance of the Class F Certificates resulting
from allocations of Realized Losses. The Notional Amount of the Class X-NR Certificates will be reduced to reflect reductions of
the Certificate Principal Balance of the Class NR Certificates resulting from allocations of Realized Losses.


 


(g)          
All amounts distributable, or reductions allocable on account of Realized Losses to a Class of Certificates pursuant to
this Section 4.01 on each Distribution Date shall be allocated pro rata among the outstanding Certificates in each
such Class based on their respective Percentage Interests. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five (5) Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in the notice to Certificateholders of such final distribution. The Certificate Administrator shall be responsible
for making all distributions on the Certificates contemplated hereunder.


 


(h)          
Except as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator
shall, no later than the fifteenth day


 






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of
the month preceding the month in which the final distribution with respect to any Class of Certificates is expected to be made
(or, if the Certificate Administrator has not received notice of such Anticipated Termination Date by such time, promptly following
the Certificate Administrator’s receipt of such notice), mail to each Holder of such Class of Certificates, on such date
a notice to the effect that:


 


(i)           
the Certificate Administrator reasonably expects based upon information previously provided to it 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 office of the Certificate Administrator therein specified, and


 


(ii)          
if such final distribution is made on such Distribution Date, no interest shall accrue on such Class of Certificates, or
on the Corresponding Lower-Tier Regular Interest, from and after such Distribution Date;


 


provided, however, that
the Class R Certificates shall remain outstanding until there is no other Class of Certificates outstanding.


 


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 in trust for the benefit 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 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 to receive
the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have
been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact
the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such
funds in trust and of contacting such Certificateholders shall be paid out of such funds. If within two years after the second
notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator
all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the
benefit of such Holders to the extent permitted by law, until the earlier of (i) its termination as Certificate Administrator
hereunder and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust
Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust hereunder or 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). Any funds not distributed
on such Distribution Date shall be set aside and held uninvested in trust for the benefit of Certificateholders not presenting
and surrendering their Certificates in the aforesaid manner.


 


(i)           
[Reserved]


 






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(j)           
The Excess Prepayment Interest Shortfall, if any, for each Distribution Date will be allocated among the various Classes
of Regular Certificates, pro rata, based upon the respective Interest Accrual Amounts with respect to such Classes of Regular
Certificates for such Distribution Date. The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocable
to a Class of Class X Certificates shall, in turn, be allocated among the various Components of such Class of Class X
Certificates, pro rata, based upon the respective amounts of Accrued Component Interest with respect to such Components
for such Distribution Date. The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocated to any
Class of Principal Balance Certificates or any Component of a Class of Class X Certificates shall be deemed to have first
been allocated to the Corresponding Lower-Tier Regular Interest for such Class of Principal Balance Certificates or Component,
as applicable.


 


(k)          
On each Distribution Date, any Excess Interest received during the related Prepayment Period with respect to the ARD Loans
shall be distributed to the Holders of the Class Z Certificates from the Excess Interest Distribution Account.


 


Section 4.02     
Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer.


 


(a)          
Based on information received from the Master Servicer and any other applicable Persons, on each Distribution Date, the
Certificate Administrator shall provide or make available a report, including reports in substantially the form attached hereto
as Exhibit D (the “Distribution Date Statement”), setting forth, among other things, the following
information:


 


 (A)        
the amount of distributions, if any, made on such Distribution Date to the holders of each Class of Principal Balance Certificates
and applied to reduce the respective Certificate Principal Balance thereof;


 


 (B)        
the amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates allocable
to (A) Interest Distribution Amount, (B) Yield Maintenance Charges and (C) Excess Interest;


 


 (C)         
the amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;


 


 (D)        
the aggregate amount of outstanding P&I Advances with respect to each Mortgage Loan, as of the related Determination
Date, and the total outstanding other or miscellaneous advances (excluding P&I Advances and tax and insurance advances) with
respect to each Mortgage Loan, as of the related Determination Date;


 


 (E)         
the aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained
by or paid to the Special Servicer in respect of the related Collection Period, Prepayment Period or Interest Accrual Period,
as applicable;


 






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 (F)         
the aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the
percentage of the Cut-Off Date Principal Balance of the Mortgage Loans which remains outstanding immediately after such Distribution
Date;


 


 (G)        
the number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Loan
Rate of the outstanding Mortgage Loans, at the close of business on the related Determination Date;


 


(H)         
as of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one
month, (B) delinquent two months, (C) delinquent three or more months, (D) that are Specially Serviced Loans but
are not delinquent or (E) as to which foreclosure proceedings have been commenced;


 


 (I)          
the aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to
be subject to a bankruptcy proceeding;


 


 (J)          
with respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property (including with respect
to the Non-Serviced Mortgage Loans) during the related Prepayment Period, the Stated Principal Balance and unpaid principal balance
of such Mortgage Loan as of the date such Mortgaged Property became an REO Property and the most recently determined Appraised
Value and date upon which the Appraisal was performed;


 


 (K)        
as to any Mortgage Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Prepayment
Period, the Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts, if any, received thereon during
the related Prepayment Period and the portion thereof included in the Available Funds for such Distribution Date;


 


 (L)         
with respect to any REO Property (including with respect to the Non-Serviced Mortgage Loans) included in the Trust Fund
as of the close of business on the last day of the related Prepayment Period, the Loan Number of the related Mortgage Loan, the
book value of such REO Property and the amount of any income collected with respect to such REO Property (net of related expenses) and
other amounts, if any, received on such REO Property during the related Prepayment Period and the portion thereof included in
the Available Funds for such Distribution Date and the most recently determined Appraised Value and date upon which the Appraisal
was performed;


 


 (M)       
with respect to any REO Property (including with respect to the Non-Serviced Mortgage Loans) sold or otherwise disposed
of during the related Prepayment Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds
and other amounts, if any, received in respect of


 






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such REO Property during the related Prepayment Period, the portion thereof
included in the Available Funds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve Account
for such Distribution Date;


 


 (N)         
the Interest Distribution Amount in respect of each Class of Regular Certificates for such Distribution Date;


 


 (O)        
any unpaid Interest Distribution Amount in respect of each Class of Regular Certificates after giving effect to the distributions
made on such Distribution Date;


 


 (P)          
the Pass-Through Rate for each Class of Regular Certificates for such Distribution Date;


 


 (Q)         
the original Certificate Principal Balance or Notional Amount as of the Closing Date and the Certificate Principal Balance
or Notional Amount, as the case may be, of each Class of Regular Certificates immediately before and immediately after such Distribution
Date, separately identifying any reduction in the Certificate Principal Balance or Notional Amount, as the case may be, of each
such Class due to Realized Losses;


 


 (R)         
the Certificate Factor for each Class of Regular Certificates immediately following such Distribution Date;


 


 (S)          
the Principal Distribution Amount for such Distribution Date;


 


 (T)         
the aggregate amount of Principal Prepayments made during the related Prepayment Period, and the aggregate amount of any
Prepayment Interest Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;


 


 (U)         
the aggregate amount of Realized Losses and Additional Trust Fund Expenses, if any, incurred with respect to the Trust
Fund during the related Prepayment Period, and any Realized Loss for such Distribution Date;


 


 (V)         
any Appraisal Reduction Amounts on a loan-by-loan basis, and the total Appraisal Reduction Amounts, as of the related Determination
Date;


 


 (W)        
identification of any material modification, extension or waiver of a Mortgage Loan;


 


 (X)         
identification of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


 (Y)         
the identity of the Operating Advisor;


 






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 (Z)         
the amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual
Property Royalty License Fee paid with respect to such Distribution Date;


 


 (AA)     
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates
during the related Collection Period;


 


 (BB)      
the identity of the Controlling Class;


 


 (CC)      
the identity of the Controlling Class Representative; and


 


 (DD)     
such additional information as contemplated by Exhibit D to this Agreement.


 


In the case of information furnished
pursuant to subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as
a dollar amount in the aggregate for all Certificates of each applicable Class and per single Certificate of a specified minimum
denomination. The form of any Distribution Date Statement may change over time.


 


On each Distribution
Date, the Certificate Administrator shall make available via the Certificate Administrator’s Website to each Holder of a
Class R Certificate a copy of the reports made available to the other Certificateholders on such Distribution Date and a statement
setting forth the amounts, if any, actually distributed with respect to the Class R Certificates in respect of the related
Trust REMIC on such Distribution Date. Such obligation of the Certificate Administrator shall be deemed to have been satisfied
to the extent that it provided substantially comparable information pursuant to any requirements of the Code as from time to time
in force. Absent manifest error, none of the Master Servicer or the Special Servicer shall be responsible for the accuracy or completeness
of any information supplied to it by a Mortgagor or any Mortgage Loan Seller (including the information in the Prospectus Supplement) or
any other third party that is included in any reports, statements, materials or information prepared or provided by the Master
Servicer or the Special Servicer, as applicable.


 


The Certificate Administrator
shall promptly make available (and, in the case of the Commission EDGAR filings referred to below, as soon as reasonably practicable
after such material is electronically filed with, or furnished to, the Commission) via the Certificate Administrator’s Website,
to any Privileged Person (or, in the case of item (vi) below, solely to Certificateholders and Beneficial Owners and
provided that the Prospectus Supplement, Distribution Date Statements, this Agreement, the Loan Purchase Agreements and
the Commission EDGAR filings referred to below (collectively, the “Public Documents”) will be made available
to the general public), the following items:


 


(i)           
the following “deal documents”:


 


 (A)         
the Prospectus and the Prospectus Supplement;


 






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 (B)         
this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any),
the Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


 (C)         
CREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


 


(ii)          
the following “Commission 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 “periodic reports”:


 


 (A)        
the Distribution Date Statements; 


 


 (B)         
the supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent it has received
or prepared such report or file; and


 


 (C)         
all Operating Advisor Annual Reports;


 


(iv)         
the following “additional documents”:


 


 (A)        
the summary of any Final Asset Status Report, with respect to each Mortgage Loan, delivered to the Certificate Administrator
in electronic format pursuant to Section 3.21 of this Agreement; and


 


 (B)         
any other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;


 


(v)          
the following “special notices”:


 


 (A)         
all Special Notices;


 


 (B)         
notice of any request by the Holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates to
terminate and replace the Special Servicer or notice of any request by the Holders of Non-Reduced Certificates evidencing at least
15% of the Voting Rights of the Non-Reduced Certificates to terminate and replace the Operating Advisor.


 


 (C)         
notice of any waiver, modification or amendment of any term of any Mortgage Loan;


 


 (D)         
notice of final payment on the Certificates;


 






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 (E)         
all notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator;


 


 (F)         
notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator or the Trustee);


 


 (G)         
any and all officer’s certificates and other evidence delivered to the Certificate Administrator to support any determination
that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


 (H)         
any notice of the termination of the Trust;


 


 (I)          
any notice of the occurrence and continuance of a Control Termination Event;


 


 (J)          
any notice of the occurrence and continuance of a Consultation Termination Event;


 


 (K)        
the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the officer’s
certificates delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date
pursuant to Section 10.08 of this Agreement; and


 


 (L)         
the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the
Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.09 of this Agreement;


 


(vi)         
the Investor Q&A Forum; and


 


(vii)        
solely to Certificateholders and Beneficial Owners, the Investor Registry.


 


(b)          
The Certificate Administrator makes no representations or warranties as to the accuracy or completeness of information provided
pursuant to this Section and assumes no responsibility therefor. In addition, the Certificate Administrator disclaims responsibility
for any information distributed by the Certificate Administrator for which it is not the original source. The Certificate Administrator
shall have no obligation to recompute, recalculate or otherwise verify any information provided to it by the Master Servicer or
the Special Servicer. In connection with providing access to the Certificate Administrator’s internet website, the Certificate
Administrator may require registration and acceptance of a disclaimer and may require a recipient of any of the information set
forth above (other than the Public Documents) to execute a confidentiality agreement (which may be in the form of a web page “click-through”).
The Certificate Administrator shall not be liable for the dissemination of information in accordance with this Agreement. The Certificate
Administrator shall provide assistance in using the Certificate Administrator’s Website through the Certificate Administrator’s
customer service desk at telephone number (866) 846-4526.


 






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The Certificate Administrator
may provide such information through means other than (and in lieu of) the Certificate Administrator’s Website; provided
that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders and each of the Companion
Loan Holders shall have received notice of such alternative means (which notice may be given via the Certificate Administrator’s
Website).


 


Any Person that is
a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall be entitled to
access only the Prospectus Supplement, Distribution Date Statements, this Agreement, the Loan Purchase Agreements and the Commission
EDGAR filings on the Certificate Administrator’s Website which are being made available to the general public. The provisions
in this Section shall not limit the Master Servicer’s ability to make accessible certain information regarding the Mortgage
Loans at a website maintained by the Master Servicer.


 


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 as to the applicable Class set forth
in clauses (A), (B) and (C) of the description of Distribution Date Statements above aggregated
for such calendar year or applicable portion thereof during which such person was a Certificateholder, together with such other
information as the Certificate Administrator determines to be necessary 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.


 


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 Certificateholders and Beneficial Owners may (i)(a) submit
questions to the Certificate Administrator relating to the Distribution Date Statement, (b) submit questions to the Master
Servicer or the Special Servicer, as applicable, relating to the servicing reports prepared by that party and being made available
pursuant to this Section 4.02(a), the Mortgage Loans (or Serviced Whole Loans) or the Mortgaged Properties and (c) submit
questions to the Operating Advisor relating to the Operating Advisor Annual Reports or actions by the Master Servicer or the Special
Servicer as to which the Operating Advisor has consultation rights, whether or not referenced in any Operating Advisor Annual Report
(collectively, “Inquiries”), and (ii) view Inquiries that have been previously submitted and answered,
together with the answers thereto. Upon receipt of an Inquiry for the Operating Advisor, the Master Servicer or the Special Servicer,
the Certificate Administrator shall forward the Inquiry to the Operating Advisor, the Master Servicer or the Special Servicer,
as applicable, in each case within a commercially reasonable period following receipt thereof.


 


Within a commercially
reasonable time following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master Servicer or the
Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry,
which reply of the Operating Advisor, the Master Servicer or Special Servicer shall be by e-mail to the Certificate Administrator.
The Certificate Administrator shall post (within a


 






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commercially
reasonable period 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 Operating Advisor, the Master Servicer or
the Special Servicer determines, in its respective sole discretion, that (i) any Inquiry is not of a type described above,
(ii) answering any Inquiry (A) would not be in the best interests of the Trust and/or the Certificateholders, (B) would
be in violation of applicable law, this Agreement or the applicable Mortgage Loan Documents, (C) would materially increase
the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Operating Advisor, the
Master Servicer or the Special Servicer, as applicable, or (D) would reasonably be expected to result in the waiver of an
attorney client privilege or the disclosure of attorney work product or (iii) it is otherwise, for any reason, not advisable
to answer, it shall not be required to answer such Inquiry and, in the case of the Operating Advisor, the Master Servicer or the
Special Servicer, shall promptly notify the Certificate Administrator. The Certificate Administrator shall notify the Person who
submitted such Inquiry in the event that the Inquiry will not be answered. 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 which are not submitted via the Certificate Administrator’s Website. Answers posted on the Investor
Q&A Forum shall be attributable only to the respondent, and no other Person will certify as to the accuracy, or will have
any responsibility or liability for the content of any such information. No party to this Agreement shall disclose Privileged
Information in the Investor Q&A Forum.


 


The Certificate Administrator
shall make available to any Certificateholder and Beneficial 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 Beneficial Owners can register and thereafter obtain information with respect to any other Certificateholder or Beneficial
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 Beneficial Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact
information available on the Investor Registry for at least 45 days from the date of such certification to other registered Certificateholders
and registered Beneficial Owners. Such Person shall then be asked to enter certain mandatory fields such as the individual’s
name, the company name and e-mail address, as well as certain optional fields such as address, phone, and Class(es) of Certificates
owned. If any Certificateholder or Beneficial Owner notifies the Certificate Administrator that it wishes to be removed from the
Investor Registry (which notice may not be within 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.


 


Notwithstanding the
foregoing, in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer
or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC®
reports, inspection reports, reports required under each Co-Lender Agreement and other specific periodic reports otherwise required).
If the Master Servicer, the Special Servicer or the Certificate


 






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Administrator
elects to provide any ad hoc or non-standard reports, it may require the Person requesting such report to pay a reasonable fee
to cover the costs of the preparation thereof.


 


Upon filing with the
IRS, the Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066 for each Trust
REMIC and shall furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and shall provide from
time to time such information and computations with respect to the entries on such forms as any Holder of the Class R Certificates
may reasonably request.


 


The specification
of information to be furnished by the Certificate Administrator in this Section 4.02 (and any other terms of this Agreement
requiring or calling for delivery or reporting of information by the Certificate Administrator to Certificateholders and Beneficial
Owners) shall not limit the Certificate Administrator in furnishing, and the Certificate Administrator is hereby authorized
to furnish, to any Privileged Person any other information (such other information, collectively, “Additional Information”) with
respect to the Mortgage Loans or Serviced Whole Loans, the Mortgaged Properties or the Trust Fund as may be provided to it by the
Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation or other manner from time to time,
provided that (A) while there exists any Servicer Termination Event, any such Additional Information shall only be
furnished with the consent or at the request of the Depositor (except pursuant to clause (E) below or to the extent
such information is requested by a Certifying Certificateholder), (B) the Certificate Administrator shall be entitled to indicate
the source of all information furnished by it, and the Certificate Administrator may affix thereto any disclaimer it deems appropriate
in its sole discretion (together with any warnings as to the confidential nature and/or the uses of such information as it may,
in its sole discretion, determine appropriate), (C) the Certificate Administrator may notify any Privileged Person of the
availability of any such information in any manner as it, in its sole discretion, may determine, (D) the Certificate Administrator
shall be entitled (but not obligated) to require payment from each recipient of a reasonable fee for, and its out-of-pocket
expenses incurred in connection with, the collection, assembly, reproduction or delivery of any such Additional Information, and
(E)  the Certificate Administrator shall be entitled to distribute or make available such Additional Information in accordance
with such reasonable rules and procedures as it may deem necessary or appropriate (which may include the requirement that an agreement
that provides such information shall be used solely for purposes of evaluating the investment characteristics or valuation of the
Certificates be executed by the recipient, if and to the extent the Certificate Administrator deems the same to be necessary or
appropriate). Nothing herein shall be construed to impose upon the Certificate Administrator any obligation or duty to furnish
or distribute any Additional Information to any Person in any instance, and the Certificate Administrator shall neither have any
liability for furnishing nor for refraining from furnishing Additional Information in any instance. The Certificate Administrator
shall be entitled (but not required) to request and receive direction from the Depositor as to the manner of delivery of any
such Additional Information, if and to the extent the Certificate Administrator deems necessary or advisable, and to require that
any consent, direction or request given to it pursuant to this Section be made in writing.


 


The Depositor hereby
authorizes the Certificate Administrator to, and the Certificate Administrator shall (to the extent received by the Certificate
Administrator), make available to Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock


 






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Financial
Management, Inc. or such other vendor chosen by the Depositor that submits to the Certificate Administrator a certification in
the form of Exhibit M-3 to this Agreement, all the Distribution Date Statements, CREFC® reports and
supplemental notices delivered or made available pursuant to this Section 4.02(a) to Privileged Persons.


 


(c)           
No later than the Business Day prior to each Distribution Date, subject to the penultimate paragraph of this subsection (b),
the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor, the Special
Servicer and any Other Master Servicer in electronic form mutually acceptable to the Certificate Administrator, the Operating Advisor,
the Special Servicer and the Master Servicer the following reports or information (and any other files as may be, or have been,
adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time
to time): (1) a CREFC® REO Status Report, (2) a CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (3) CREFC® Total Loan Report, (4) the CREFC® Servicer Watch
List/Portfolio Review Guidelines, (5) the CREFC® Financial File, (6) the CREFC® Property
File, (7) except for the first two Distribution Dates, the CREFC® Comparative Financial Status Report, (8) the CREFC®
Loan Level Reserve/LOC Report, (9) the CREFC® Advance Recovery Report and (10) the CREFC®
Delinquent Loan Status Report.


 


No later than the
Business Day prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall deliver to
the Certificate Administrator and the Operating Advisor (by electronic means) the CREFC® Comparative Financial
Status Report for each Mortgage Loan or related Mortgaged Property as of the Determination Date immediately preceding the preparation
of such report for each of the following three periods (but only to the extent the related Mortgagor is required by the Mortgage
to deliver and does deliver, or otherwise agrees to provide and does provide, such information): (a) the most current available
year-to-date; (b) each of the previous two full fiscal years stated separately (to the extent such information is in the Master
Servicer’s possession); and (c) the “base year” (representing the original analysis of information used
as of the Cut-Off Date).


 


No later than 2:00 p.m.,
New York City time, on the second Business Day prior to each Distribution Date, the Master Servicer shall deliver to the Certificate
Administrator and the Operating Advisor a CREFC® Loan Periodic Update File setting forth certain information with
respect to the Mortgage Loans and Mortgaged Properties.


 


The Master Servicer
shall provide to the Certificate Administrator and the Operating Advisor the CREFC® Loan Setup File within 60 days
of the first Distribution Date hereunder to the extent it has received from the Mortgage Loan Sellers one or more spreadsheets
(with the data fields filled) containing the data necessary for the completion of the aggregate pool-wide CREFC®
Loan Setup File.


 


In addition, the Master
Servicer (with respect to non-Specially Serviced Loans that are not Non-Serviced Mortgage Loans) or Special Servicer (with respect
to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable,
shall prepare with respect to each Mortgaged Property and REO Property:


 






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Within 30 days
after receipt of a quarterly operating statement, if any, commencing within 30 days of receipt of such quarterly operating
statement for the quarter ending December 31, 2015, a CREFC® Operating Statement Analysis Report (but only to the
extent the related Mortgagor is required by the Mortgage 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 date of the Prospectus Supplement,
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 non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Properties, as applicable,
shall deliver to the Certificate Administrator, the Operating Advisor and related Companion Loan Holders by electronic means the
CREFC® Operating Statement Analysis Report upon request; and


 


Within thirty (30)
days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or the Master Servicer
(with respect to non-Specially Serviced Loans) of an annual operating statement for each calendar year, commencing with the calendar
year ending December 31, 2015, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is
required by the Mortgage 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 above. The Special Servicer or the Master Servicer
shall deliver to the Certificate Administrator, the Operating Advisor and related Serviced Companion Loan Holders by electronic
means the CREFC® NOI Adjustment Worksheet upon request.


 


The Certificate Administrator
shall deliver or shall cause to be delivered, upon request, to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 11.13 of this Agreement), to each Certificateholder, to each party
hereto, to any Underwriter and/or to any Initial Purchaser and to each Person that provides the Certificate Administrator with
an Investor Certification a copy of the CREFC® Operating Statement Analysis Report and CREFC® NOI
Adjustment Worksheet most recently performed by the Master Servicer with respect to any Mortgage Loan or Serviced Whole Loan and
delivered to the Certificate Administrator.


 


Upon request (and
in any event, not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator (as
to the Collection Account), the Operating Advisor, any related Companion Loan Holder (as to the related Serviced Whole Loan Custodial
Account) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this
Agreement, the Rule 17g-5 Information Provider a statement, setting forth the status of the Collection Account and each Serviced
Whole Loan Custodial Account as of the close of business on such Master Servicer Remittance Date, stating that all remittances
to the Certificate Administrator required by this Agreement to be made by the Master Servicer have been made (or, in the case of
any such required remittance that has not been made by the Master


 






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Servicer,
specifying the nature and status thereof) and showing, for the period from the preceding Master Servicer Remittance Date (or,
in the case of the first Master Servicer Remittance Date, from the Cut-Off Date) to such Master Servicer Remittance Date, the
aggregate of deposits into and withdrawals from the Collection Account and each Serviced Whole Loan Custodial Account for each
category of deposit specified in Section 3.05(a) and 3.05A of this Agreement and each category of withdrawal specified
in Section 3.06 and 3.06A of this Agreement. The Master Servicer shall also deliver to the Certificate Administrator
and (solely as to a Serviced Whole Loan) the related Companion Loan Holder, upon reasonable request of the Certificate Administrator
or any Companion Loan Holder, any and all additional information relating to the Mortgage Loans or any Serviced Whole Loans in
the possession of the Master Servicer (which information shall be based upon reports delivered to the Master Servicer by the Special
Servicer with respect to Specially Serviced Loans and REO Properties).


 


Further, the Master
Servicer shall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession of the
Master Servicer reasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer
to perform its obligations under this Agreement with respect to those Mortgage Loans serviced by the Master Servicer.


 


The obligation of
the Master Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Master
Servicer having received from the Special Servicer in a timely manner the related reports and information in the possession of
the Special Servicer necessary or required to enable the Master Servicer to prepare and deliver such reports. The Master Servicer
shall not be responsible for the accuracy or content of any report, document or information furnished by the Special Servicer to
the Master Servicer pursuant to this Agreement and accepted by the Master Servicer in good faith pursuant to this Agreement.


 


The obligation of
the Special Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Special
Servicer having received from the Master Servicer in a timely manner the related reports and information in the possession of the
Master Servicer necessary or required to enable the Special Servicer to prepare and deliver such reports. The Special Servicer
shall not be responsible for the accuracy or content of any report, document or information furnished by the Master Servicer to
the Special Servicer pursuant to this Agreement and accepted by the Special Servicer in good faith pursuant to this Agreement.


 


With respect to a
Non-Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the
same Persons as described above in this Section 4.02(c) and according to the same time frames as described above in this
Section 4.02(c), with reasonable promptness following such Master Servicer’s receipt of such information from the
related Other Master Servicer under the applicable Other Pooling and Servicing Agreement.


 


(d)          
Not later than 5:00 p.m. New York time on each Determination Date, the Special Servicer shall forward to the Master
Servicer, for each Specially Serviced Loan and REO Property, a CREFC® Special Servicer Loan File. The Special Servicer
shall also deliver to the


 






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Certificate
Administrator, upon the reasonable written request of the Certificate Administrator, any and all additional information in the
possession of the Special Servicer relating to the Specially Serviced Loans and the REO Properties.


 


The Special Servicer
shall cooperate with the Master Servicer and provide the Master Servicer with the information in the possession of the Special
Servicer reasonably requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer to perform
its obligations under this Agreement with respect to the Specially Serviced Loans and REO Properties.


 


The Master Servicer
may make available to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant to this Agreement.
The Master Servicer may make information concerning the Mortgage Loans or Whole Loans available on any website that it has established.
With respect to a Non-Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information
to the extent received from the related Other Master Servicer or the related Other Special Servicer, as applicable, to the same
Persons as described above in this Section 4.02(d) and according to the same time frames as described above in this Section
4.02(d), with reasonable promptness following such Master Servicer’s receipt of such information from the related Other
Master Servicer under the applicable Other Pooling and Servicing Agreement.


 


(e)           
The Master Servicer shall withdraw from the Collection Account and pay the CREFC® Intellectual Property Royalty
License Fee to CREFC® in accordance with Section 3.06(a)(vi) on a monthly basis, from funds on deposit in
the Collection Account.


 


Section 4.03     
Compliance with Withholding Requirements.


 


(a)           
Notwithstanding any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements
with respect to payments to Certificateholders and other payees of interest or original issue discount that the Paying Agent reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for any such withholding.
In the event the Paying Agent or its agent withholds any amount from interest or original issue discount payments or advances thereof
to any Certificateholder or payee pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld
to such Certificateholder or payee. Any amount so withheld shall be treated as having been distributed to such Person for all purposes
of this Agreement.


 


(b)          
Each Beneficial Owner and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest
therein, acknowledges that interest on the Certificates will be treated as United States source interest, and, as such, United
States withholding tax may apply. Each such Beneficial Owner and Certificateholder further agrees, upon request, to provide any
certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding
tax purposes and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments
to it under the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting
the foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA
if the


 






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recipient
of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable),
such recipient shall deliver to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator, at the
time or times prescribed by the Code and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation
prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably
requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under
FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the
amount to deduct and withhold from such payment.


 


Section 4.04     
REMIC Compliance.


 


(a)           
The parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so
as to qualify it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions,
and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate
Administrator shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each
Trust REMIC and shall on behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee
shall timely execute) and file, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar
year as the taxable year for each Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state
or local income tax laws; (ii) make an election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066
for its first taxable year ending December 31, 2015, in accordance with the REMIC Provisions; (iii) prepare and forward, or
cause to be prepared and forwarded, to the Certificateholders (other than the Holders of the Class Z Certificates) and the IRS
and applicable state and local tax authorities all information reports as and when required to be provided to them in accordance
with the REMIC Provisions of the Code; (iv) if the filing or distribution of any documents of an administrative nature not
addressed in clauses (i) through (iii) of this Section 4.04(a) is then required by the REMIC Provisions
in order to maintain the status of each Trust REMIC as a REMIC or is otherwise required by the Code, prepare, sign and file or
distribute, or cause to be prepared and signed and filed or distributed, such documents with or to such Persons when and as required
by the REMIC Provisions or the Code or comparable provisions of state and local law; (v) obtain a taxpayer identification
number for the Upper-Tier REMIC and Lower-Tier REMIC on IRS Form SS-4 and, within thirty days of the Closing Date, furnish or cause
to be furnished to the IRS, on IRS Form 8811 or as otherwise may be required by the Code, the name, title and address of the
Person that the holders of the Certificates may contact for tax information relating thereto (and the Certificate Administrator
shall act as the representative of each Trust REMIC for this purpose), together with such additional information as may be required
by such IRS Form, and shall update such information at the time or times and in the manner required by the Code (and the Depositor
agrees within 10 Business Days of the Closing Date to provide any information reasonably requested by the Master Servicer or the
Certificate Administrator and necessary to make such filing); and (vi) maintain such records relating to each Trust REMIC
as may be necessary to prepare the foregoing returns, schedules, statements or information, such records, for federal income tax
purposes, to be maintained on a calendar year and on an accrual basis.


 






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The Holder of the
largest Percentage Interest in the Class R Certificates shall be the tax matters person of each Trust REMIC pursuant to Treasury
Regulations Section 1.860F-4(d). If more than one Holder should hold an equal Percentage Interest in the Class R Certificates
larger than that held by any other Holder, the first such Holder to have acquired such Class R Certificates shall be such
tax matters person. The Certificate Administrator shall act as attorney-in-fact and agent for the tax matters person of each Trust
REMIC, and each Holder of a Percentage Interest in the Class R Certificates, by acceptance hereof, is deemed to have consented
to the Certificate Administrator’s appointment in such capacity and agrees to execute any documents required to give effect
thereto, and any fees and expenses incurred by the Certificate Administrator in connection with any audit or administrative or
judicial proceeding shall be paid by the Trust Fund.


 


The Certificate Administrator
shall not intentionally take any action or intentionally omit to take any action within its control and the scope of its duties
if, in taking or omitting to take such action, the Certificate Administrator knows that such action or omission (as the case may
be) would cause the termination of the REMIC status of either Trust REMIC or the imposition of tax on either Trust REMIC (other
than a tax on income expressly permitted or contemplated to be received by the terms of this Agreement).


 


Notwithstanding any
provision of this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be required
to take any action that the Certificate Administrator in good faith believes to be inconsistent with any other provision of this
Agreement, nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any action expressly required
or authorized by any other provision of this Agreement, and the Certificate Administrator shall have no responsibility or liability
with respect to any act or omission of the Depositor or the Master Servicer which does not enable the Certificate Administrator
to comply with any of clauses (i) through (vi) of the third preceding paragraph or which results in
any action contemplated by clauses (i) through (iii) of the next succeeding sentence. In this regard
the Certificate Administrator shall (i) not allow the occurrence of any “prohibited transactions” within the meaning
of Code Section 860F(a), unless the party seeking such action shall have delivered to the Certificate Administrator an Opinion
of Counsel (at such party’s expense) that such occurrence would not (a) result in a taxable gain, (b) otherwise
subject either Trust REMIC to tax (other than a tax at the highest marginal corporate tax rate on net income from foreclosure property),
or (c) cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes; (ii) not allow either
Trust REMIC to receive income from the performance of services or from assets not permitted under the REMIC Provisions to be held
by such Trust REMIC (provided, however, that the receipt of any income expressly permitted or contemplated by the
terms of this Agreement shall not be deemed to violate this clause); and (iii) not permit the creation of any “interests,”
within the meaning of the REMIC Provisions, in the Upper-Tier REMIC other than the Regular Certificates and the Upper-Tier Residual
Interest, or in the Lower-Tier REMIC other than the Lower-Tier Regular Interests and the Lower-Tier Residual Interest. None of
the Trustee, the Master Servicer, the Special Servicer or the Depositor shall be responsible or liable for any failure by the Certificate
Administrator to comply with the provisions of this Section 4.04. The Depositor, the Master Servicer and the Special Servicer
shall cooperate in a timely manner with the Certificate Administrator in supplying any information within the Depositor’s,
the Master Servicer’s or the


 






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Special
Servicer’s control (other than any confidential information) that is reasonably necessary to enable the Certificate
Administrator to perform its duties under this Section 4.04.


 


(b)          
The following assumptions are to be used for purposes of determining the anticipated payments of principal and interest
for calculating the original yield to maturity and original issue discount with respect to the Regular Certificates: (i) each
Mortgage Loan will pay principal and interest in accordance with its terms and scheduled payments will be timely received on their
Due Dates, provided that the Mortgage Loans in the aggregate will prepay in accordance with the Prepayment Assumption; (ii) none
of the Master Servicer, the Special Servicer, the Depositor and the Class R Certificateholder will exercise the right described
in Section 9.01 of this Agreement to cause early termination of the Trust Fund; and (iii) no Mortgage Loan is repurchased
or substituted for by the applicable Mortgage Loan Seller pursuant to Article II of this Agreement.


 


Section 4.05     
Imposition of Tax on the Trust REMICs. In the event that any tax, including interest, penalties or assessments, additional
amounts or additions to tax, is imposed on either Trust REMIC, such tax shall be charged against amounts otherwise distributable
to Certificateholders; provided that any taxes imposed on any net income from foreclosure property pursuant to Code Section 860G(d) or
any similar tax imposed by a state or local jurisdiction shall instead be treated as an expense of the related REO Property in
determining Net REO Proceeds with respect to the REO Property (and until such taxes are paid, the Special Servicer from time to
time shall withdraw from the REO Account and transfer to the Certificate Administrator for deposit into the Distribution Accounts
amounts reasonably determined by the Certificate Administrator to be necessary to pay such taxes, and the Certificate Administrator
shall return to the Special Servicer the excess determined by the Certificate Administrator from time to time of the amount in
excess of the amount necessary to pay such taxes); provided that any such tax imposed on net income from foreclosure property
that exceeds the amount in any such reserve shall be retained from Available Funds as provided in Section 3.06(a)(vii) of
this Agreement and the next sentence. Except as provided in the preceding sentence, the Certificate Administrator is hereby
authorized to and shall retain or cause to be retained from the Distribution Account in determining the amount of Available Funds
sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by either Trust REMIC (but
such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust Fund, 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 or cause to be segregated, into a separate non-interest
bearing account, (i) the net income from any “prohibited transaction” under Code Section 860F(a) or
(ii) the amount of any contribution to either Trust REMIC after the Startup Day that is subject to tax under Code Section 860G(d)
and use such income or amount, to the extent necessary, to pay such tax (and return the balance thereof, if any, to the related
Distribution Account). To the extent that any such tax is paid to the IRS, the Certificate Administrator shall retain an equal
amount from future amounts otherwise distributable to the Holders of the Class R Certificates in respect of the related residual
interest and shall distribute such retained amounts to the Holders of Regular Certificates or to the Certificate Administrator
in respect of the Lower-Tier Regular Interests until they are fully reimbursed and then to the Holders of the Class R Certificates
in respect of the related residual interest. None of the Master Servicer, the Special Servicer, the Certificate Administrator or
the Trustee shall be responsible for any taxes imposed on either


 






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Trust
REMIC except to the extent such tax is attributable to a breach of a representation or warranty of the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee or an act or omission of the Master Servicer, the Special Servicer, the
Certificate Administrator or the Trustee in contravention of this Agreement in both cases, provided, further, that
such breach, act or omission could result in liability under Section 6.03, in the case of the Master Servicer or the Special
Servicer, as applicable, or Section 4.04 or 8.01, in the case of the Certificate Administrator or the Trustee. Notwithstanding
anything in this Agreement to the contrary, in each such case, the Master Servicer or the Special Servicer shall not be responsible
for the Certificate Administrator’s, the Authenticating Agent’s, the Certificate Registrar’s, the Paying Agent’s
or the Trustee’s breaches, acts or omissions, and the Trustee shall not be responsible for the breaches, acts or omissions
of the Certificate Administrator, the Master Servicer, the Special Servicer, the Authenticating Agent, the Certificate Registrar
or the Paying Agent, and the Certificate Administrator shall not be responsible for the breaches, acts or omissions of the Trustee,
the Master Servicer, the Special Servicer and, in each case if a different entity than the Certificate Administrator, the Authenticating
Agent, the Certificate Registrar or the Paying Agent.


 


Section 4.06     
Remittances; P&I Advances.


 


(a)           
On the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:


 


(i)           
remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the Yield
Maintenance Charges applicable to the Mortgage Loans (but not a Companion Loan) received by the Master Servicer in the Prepayment
Period relating to such Distribution Date (or, in the case of a Non-Serviced Mortgage Loan, received by the Master Servicer as
of the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance Date and not previously
so remitted to the Certificate Administrator);


 


(ii)           
remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the Available
Funds applicable to the Mortgage Loans (other than the amounts referred to in clause (iv) below and clause (d) of
the definition of “Available Funds”);


 


(iii)          
remit to CREFC® the CREFC® Intellectual Property Royalty License Fee;


 


(iv)          
make a P&I Advance by remittance to the Certificate Administrator for deposit into the Lower-Tier Distribution Account,
in an amount equal to the sum of the Applicable Monthly Payments for each Mortgage Loan (including any REO Mortgage Loan and any
Mortgage Loan related to a Whole Loan, but not a Companion Loan) to the extent such amounts were not received on such Mortgage
Loan as of the close of business on the immediately preceding Due Date (without regard to any grace period) (and which delinquent
payment has not been cured as of the Business Day immediately preceding such Master Servicer Remittance Date), except that the
portion of such P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for each such Mortgage


 






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Loan shall not be remitted to the Certificate Administrator but shall instead be remitted to CREFC®; and


 


(v)           
remit to the Certificate Administrator for deposit 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 3.06(a)(ii) through Section 3.06(a)(x) of this Agreement.


 


Neither the Master
Servicer nor the Trustee shall be required or permitted to make an advance for Balloon Payments, Default Interest, Excess Interest
or Yield Maintenance Charges or delinquent monthly payments on any Companion Loan. The amount of interest required to be advanced
in respect of payments of delinquent interest on any Mortgage Loan as to which an Appraisal Reduction Amount exists will equal
(i) the amount of interest required to be advanced by the Master Servicer without giving effect to such Appraisal Reduction
Amount less (ii) an amount equal to the product of (x) the amount otherwise required to be advanced by the Master Servicer
with respect to such delinquent payment of interest without giving effect to such Appraisal Reduction Amounts, and (y) a fraction,
the numerator of which is the Appraisal Reduction Amount with respect to such Mortgage Loan and the denominator of which is the
Stated Principal Balance of such Mortgage Loan as of the last day of the related Collection Period. Appraisal Reduction Amounts
shall not affect the principal portion of any P&I Advances.


 


To the extent required
under the related Co-Lender Agreement, if a P&I Advance is made with respect to any Mortgage Loan with a related Serviced Companion
Loan, the Master Servicer or Trustee shall notify the Other Master Servicer and the Other Trustee of the amount of P&I Advance
made with respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


 


Any amount advanced
by the Master Servicer pursuant to Section 4.06(a)(iv) of this Agreement shall constitute a P&I Advance for all
purposes of this Agreement and the Master Servicer shall be entitled to reimbursement (with interest at the Advance Rate). The
Special Servicer shall have no obligation to make any P&I Advance.


 


The Certificate Administrator
shall notify the Master Servicer and the Trustee by telephone if as of 3:00 p.m., New York City time, on the Master Servicer
Remittance Date, the Certificate Administrator has not received the amount of a required P&I Advance hereunder. If as of 11:00 a.m.,
New York City time, on any Distribution Date the Master Servicer shall not have made the P&I Advance required to have been
made on the related Master Servicer Remittance Date pursuant to Section 4.06(a)(iv) of this Agreement, the Certificate Administrator
shall notify the Trustee and the Trustee shall no later than 1:00 p.m., New York City time, on such Business Day deposit into
the Lower-Tier Distribution Account in immediately available funds an amount equal to the P&I Advances otherwise required to
have been made by the Master Servicer.


 


Neither the Master
Servicer nor the Trustee shall be permitted to make a P&I Advance as to any Monthly Payment on any date on which a P&I
Advance is otherwise required to be made by this Section 4.06 if the Master Servicer, the Special Servicer or the Trustee


 






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determines
that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to make P&I
Advances that it has made (or in the case of a determination by the Special Servicer, that the Master Servicer or the Trustee
has made) a Nonrecoverable Advance or the determination by the Master Servicer, the Special Servicer or the Trustee that any proposed
P&I Advance, if made, would constitute a Nonrecoverable Advance, shall be made by such Person (i) in the case of the
Master Servicer or the Special Servicer, in accordance with the Servicing Standard or (ii) in the case of the Trustee, in
accordance with its good faith business judgment, and, shall be evidenced by an Officer’s Certificate as set forth in
Section 4.06(b). In making such recoverability determination, such Person will be entitled to consider (among other things) the
obligations of the Mortgagor under the terms of the related Mortgage Loan or Whole Loan as it may have been modified, to consider
(among other things) the related Mortgaged Properties in their “as is” or then-current conditions and occupancies,
as modified by such party’s assumptions regarding the possibility and effects of future adverse change with respect to such
Mortgaged Properties, to estimate and consider (among other things) future expenses and to estimate and consider (among other
things) the timing of recoveries. 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 may obtain at
the expense of the Trust Fund any analysis, Appraisals or market value estimates or other information for such purposes.


 


The determination
by the Master Servicer or the Special Servicer that a P&I Advance has become a Nonrecoverable P&I Advance or that any proposed
P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage Loan (or with respect to any successor
REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable P&I Advance, shall be conclusive
and binding on the Master Servicer (in the case of such a determination by the Special Servicer) and the Trustee; provided
that this sentence shall not be construed to entitle the Special Servicer to reverse any other authorized Person’s determination,
or to prohibit any such other authorized Person from making a determination, that a P&I Advance constitutes or would constitute
a Nonrecoverable Advance. If the Master Servicer has failed to make a P&I Advance for reasons other than a determination by
the Master Servicer or Special Servicer that such Advance would be a Nonrecoverable Advance, the Trustee shall make such advance
within the time periods required by this Section 4.06 unless the Trustee, in its good faith business judgment, makes a determination
prior to the times specified in this Section 4.06 that such advance would be a Nonrecoverable Advance.


 


The Master Servicer
or the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with interest thereon) to
the extent permitted pursuant to Section 3.06(a)(ii) of this Agreement and each of the Master Servicer and Special Servicer
hereby covenants and agrees to promptly seek and effect the reimbursement of such Advances from the related Mortgagors to the extent
permitted by applicable law and the related Mortgage Loan.


 


With respect to P&I
Advances and each Non-Serviced Mortgage Loan, the Master Servicer and the Trustee shall be entitled to rely on the “appraisal
reduction amount” calculated by the related Other Special Servicer or the related Other Master Servicer in accordance with
the terms of the applicable Other Pooling and Servicing Agreement.


 






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(b)           
The determination by the Master Servicer, the Trustee or the Special Servicer that a P&I Advance has become a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage
Loan (or with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable
P&I Advance, shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance
Date to the Trustee (unless it is the Person making the determination), the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event), the Master Servicer (unless it is the Person making the determination), the
Special Servicer (unless it is the Person making the determination) and, if the Trustee is making the determination, the Depositor,
setting forth the basis for such determination, together with any other information that supports such determination together with
a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an expense
of the Trust, shall take into account any material change in circumstances of which such Person is aware or such Person has received
new information, either of which has a material effect on the value and shall have been conducted in accordance with the standards
of the Appraisal Institute within the twelve (12) months preceding such determination of nonrecoverability), and further accompanied
by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property (to
the extent available and/or in such Person’s possession) and any engineers’ reports, environmental surveys or
similar reports that such Person may have obtained and that support such determination. The Master Servicer and the Special Servicer
shall consider Unliquidated Advances with respect to prior P&I Advances for the purpose of nonrecoverability determinations
as if such amounts were unreimbursed P&I Advances.


 


With respect to each
Whole Loan, if the Master Servicer, Special Servicer or Trustee has determined that a P&I Advance with respect to such Mortgage
Loan, would be or has become a Nonrecoverable Advance, the Master Servicer shall provide each Other Master Servicer, Other Special
Servicer and Other Trustee written notice of such determination together with such reports that the Master Servicer delivered to
the Special Servicer or Trustee in connection with notification of its determination of nonrecoverability within the time period
required by the related Co-Lender Agreement.


 


(c)           
With respect to each Non-Serviced Mortgage Loan, if (1) the related Other Master Servicer has determined that a proposed
P&I Advance (as defined in the applicable Other Pooling and Servicing Agreement) with respect to a Non-Serviced Mortgage
Loan, if made, or any outstanding P&I advance previously made, would be, or is, as applicable, a “nonrecoverable advance,”
and the related Other Master Servicer has provided written notice of such determination to the Master Servicer, or (2) if
the Master Servicer or the Special Servicer has determined that a P&I Advance with respect to a Non-Serviced Mortgage Loan
would be a Nonrecoverable P&I Advance, then neither the Master Servicer nor the Trustee shall make any additional P&I Advance
with respect to such Non-Serviced Mortgage Loan until the Master Servicer or the Special Servicer, as applicable, has consulted
with the related Other Master Servicer under the applicable Other Pooling and Servicing Agreement and they agree that circumstances
with respect to such Mortgage Loans have changed such that a proposed future P&I Advance would not be a “nonrecoverable
advance.”


 






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In connection with
any Non-Serviced Mortgage Loan, any determination by the Master Servicer for such Non-Serviced Mortgage Loan that any P&I Advance
made or to be made with respect to such Non-Serviced Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is
or, if made, would be a Nonrecoverable P&I Advance may be made independently from any determinations (or the absence of any
determinations) made by the related Companion Loan Holder regarding nonrecoverability of debt service advances on the related Non-Serviced
Companion Loan.


 


(d)           
If the Trustee, the Master Servicer or the Special Servicer has received written notice from Moody’s, Fitch, KBRA
or Morningstar to the effect that continuation of the Master Servicer or the Special Servicer in such capacity would result in
the downgrade, qualification or withdrawal of any rating then assigned by Moody’s, Fitch, KBRA or Morningstar, as applicable,
to any Class of Certificates and citing servicing concerns with such Master Servicer or Special Servicer, as applicable, as the
sole or material factor in such rating action, and such notice is not rescinded within 60 days, then the Trustee, the Master
Servicer or the Special Servicer, as applicable, shall promptly notify the other such parties and the Certificate Administrator,
and the Certificate Administrator shall promptly notify the applicable Companion Loan Holder and the applicable master servicer
of any Companion Loan.


 


Section 4.07     
Grantor Trust Reporting.


 


(a)           
The Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the
Grantor Trust.


 


(b)          
The parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions
thereof shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master
Servicer, the Special Servicers, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as
to take advantage of market fluctuations or so as to improve the rate of return of the Class Z Certificates, and shall otherwise
comply with Treasury Regulations Section 301.7701-4(c). Within 30 days of the Closing Date, the Certificate Administrator
shall obtain a taxpayer identification number for the Grantor Trust on IRS Form SS-4. The Certificate Administrator shall file
or cause to be filed with the IRS Form 1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be
furnished to the Holders of the Class Z Certificates, the Excess Interest and the Excess Interest Distribution Account and proceeds
thereof, as such amounts are received or accrue, as applicable.


 


(c)           
(i) The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall report as required under the WHFIT
Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided
to the Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC is the
only “middleman” as defined by the WHFIT Regulations unless it has actual knowledge to the contrary or the Depositor
provides the Certificate Administrator with the identities of the other “middlemen” that are Certificateholders. The
Certificate Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations in the
event that the IRS makes a determination that is contrary to the first sentence of this paragraph.






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  (ii)          
The Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or 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 the Certificate Administrator’s 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.


 


  (iii)         
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 owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a
WHFIT, 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 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.


 


(d)          
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on
the Certificate Administrator’s Website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so
published will represent the Rule 144A CUSIPs. The Certificate Administrator shall make reasonable good faith efforts to keep
the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a 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.


 


ARTICLE
V



THE CERTIFICATES


 


Section 5.01     
The Certificates.


 


The Certificates consist
of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-SB Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-D Certificates,
the Class X-E Certificates, the Class X-F Certificates, the Class X-NR Certificates, the Class A-S Certificates, the Class B
Certificates, the Class C Certificates, the Class D Certificates, the Class E Certificates, the Class F Certificates, the Class NR
Certificates, the Class Z Certificates and the Class R Certificates.


 






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Each
Class of Certificates will be substantially in the forms annexed hereto as Exhibits A-1 through A-12 respectively
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.


 


(a)          
The Public Certificates (other than the Class X-A and Class X-B Certificates) shall be issued in minimum denominations of
$10,000 and integral multiples of $1 in excess thereof. The Private Certificates (other than the Class X-D, Class X-E, Class X-F,
Class X-NR, Class Z and Class R Certificates) shall be issued in minimum denominations of $100,000 and integral multiples
of $1 in excess thereof. The Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-NR Certificates shall
be issued, maintained and transferred only in minimum denominations of authorized initial notional amounts of not less than $1,000,000
and in integral multiples of $1 in excess thereof. If the initial Certificate Principal Balance or initial Notional Amount, as
applicable, of any Class of Regular Certificates does not equal an integral multiple of $1, then a single additional Certificate
of such Class may be issued in a minimum denomination of authorized initial Certificate Principal Balance or initial Notional Amount,
as applicable, that includes the excess of (i) the initial Certificate Principal Balance or initial Notional Amount, as applicable,
of such Class over (ii) the largest integral multiple of $1 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 Z and Class R Certificates and
in integral multiples of 1% in excess thereof.


 


(b)          
One authorized signatory shall sign the Certificates for the Certificate Administrator by manual or fax signature. If an
authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Administrator
countersigns the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized
signatory of the Certificate Administrator (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.


 


Section 5.02     
Form and Registration.


 


(a)          
Each Class of Public Certificates shall be represented by a single, global certificate in definitive, fully registered form
without interest coupons, substantially in the applicable form set forth as an exhibit hereto, 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 Principal Balance of a Global 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.


 






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(b)          
Unless and until Definitive Certificates are issued in respect of a Class of Global Certificates, beneficial ownership interests
in such Certificates will be maintained and transferred on the book-entry records of the Depository and Depository Participants,
and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders
of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered
Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance
with the Depository’s procedures.


 


(c)          
No transfer of any Private 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 is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then:


 


(i)          
The Certificates of each Class of the Private Certificates (other than the Class Z and Class R Certificates) sold
in offshore transactions in reliance on Regulation S under the Securities Act shall initially be represented by a temporary
global 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 Global Certificate”), which shall be deposited on
the Closing Date on behalf of the purchasers of the Private 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 Global Certificate may be held only through Euroclear or Clearstream.
After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Certificate may be
exchanged for an interest in the related permanent global certificate of the same Class of Private Certificates (a “Regulation S
Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth
in Section 5.03(f) of this Agreement. During the Restricted Period, distributions due in respect of a beneficial interest
in a Temporary Regulation S Global 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 Global Certificate shall not be made
to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Certificate
of the same Class is improperly withheld or refused. The aggregate Certificate Principal Balance of a Temporary Regulation S
Global Certificate or a Regulation S Global 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.


 






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  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 Global Certificates, which shall be held by the
Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph.


 


(ii)          
The Certificates of each Class of Private Certificates (other than the Class Z and Class R Certificates) offered and
sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by a single, global certificate in definitive,
fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each, a “Rule 144A
Global Certificate”), 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
Principal Balance of a Rule 144A Global 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.


 


(iii)         
The Certificates of each Class of Private Certificates offered and sold in the United States to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers and the Class Z and the Class R Certificates (collectively,
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.


 


(d)          
Owners of beneficial interests in Global 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 Global Certificates of such
Class or ceases to be a Clearing Agency, and the Certificate Administrator and the Depositor are unable to locate a qualified successor
within 90 days of such notice; (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 Trustee to obtain possession of the Certificates of such Class; or (iii) in the case
of a Private Certificate, all of the applicable requirements of Section 5.03 of this Agreement are satisfied; provided,
however, that under no circumstances will certificated Private Certificates be issued to beneficial owners of a Temporary
Regulation S Global 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 Global Certificates and upon surrender by
the Depository of any Global Certificate of such Class and receipt from the Depository of instructions for reregistration, 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 Global Certificate, the same legends regarding transfer restrictions borne by
such Global Certificate), and thereafter the Certificate Registrar shall recognize the holders of such Definitive Certificates
as Certificateholders under this Agreement.


 






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(e)           
If any Beneficial Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited
Investor that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate
to a “U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional
Accredited Investor but not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book
Entry Certificate, subject to the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.03(h) of
this Agreement. No such transfer shall be made and the Certificate Registrar shall not register any such transfer unless such transfer
complies with the provisions of Section 5.03(h) of this Agreement applicable to transfers of Non-Book Entry Certificates.
Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate, as
provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a continuation
of such schedule affixed to such Global Certificate and made a part thereof) an appropriate notation evidencing the date of such
exchange or transfer and a decrease in the denomination of such Global Certificate equal to the denomination of such Non-Book Entry
Certificate issued in exchange therefor or upon transfer thereof.


 


Section 5.03     
Registration, Transfer and Exchange of Certificates.


 


(a)           
The Certificate Administrator shall keep or cause to be kept at its principal offices 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 Private Certificates represented by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate
and a Rule 144A Global 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 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.


 


(c)           
Rule 144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial
interest in the Rule 144A Global 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 Global Certificate for an interest in
the Temporary Regulation S Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global
Certificate to an institution that is required to take delivery thereof in the form of an interest in the Temporary Regulation S
Global 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 Global Certificate. Upon
receipt by the Certificate Registrar, as registrar, at its office designated in


 






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Section
5.11 of this Agreement, 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
Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global 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 E
to this Agreement 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 Global 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 Principal Balance
of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Principal Balance of the Temporary
Regulation S Global Certificate by the aggregate Certificate Principal Balance of the beneficial interest in the Rule 144A
Global Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions
(who shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S
Global Certificate equal to the reduction in the Certificate Principal Balance of the Rule 144A Global 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 Global Certificate that is being exchanged or transferred.


 


(d)           
Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in
the Rule 144A Global 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 Global Certificate for an interest in the Regulation S
Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that
is required to take delivery thereof in the form of an interest in a Regulation S Global 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 Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.11 of this Agreement, 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
Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global 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 F to this Agreement
given by the holder of such beneficial interest, then the Certificate Registrar shall instruct the Depository to reduce, or cause
to be reduced, the Certificate Principal Balance of the Rule 144A Global Certificate and to increase, or cause to be increased,
the Certificate Principal Balance of the Regulation S Global Certificate by the aggregate Certificate Principal Balance of
the beneficial interest in the Rule 144A Global 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 Global Certificate equal to the reduction
in the Certificate Principal Balance of the Rule 144A Global 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 Global Certificate that is being exchanged
or transferred.


 






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(e)           
Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate.
If a holder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary
Regulation S Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate
of the same Class, or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global
Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Global Certificate,
such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange
or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Global Certificate of the same
Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement,
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 Global Certificate equal to the beneficial interest
in the Temporary Regulation S Global Certificate or Regulation S Global 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 Global 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
Global Certificate (but not the Regulation S Global Certificate) for an interest in the Rule 144A Global Certificate
at any time during the Restricted Period, a certificate in the form of Exhibit G to this Agreement given by the holder
of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation S Global Certificate
reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate is a Qualified Institutional
Buyer 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 Principal Balance of the Temporary Regulation S
Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate Principal
Balance of the Rule 144A Global Certificate by the aggregate Certificate Principal Balance of the beneficial interest in the
Temporary Regulation S Global Certificate or Regulation S Global 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 Global Certificate equal to the reduction in the Certificate
Principal Balance of the Temporary Regulation S Global Certificate or Regulation S Global 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
Global Certificate or Regulation S Global Certificate that is being transferred.


 


(f)           
Temporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary
Regulation S Global 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 H to this Agreement from the holder
of a beneficial interest in such Temporary Regulation S Global Certificate, shall be exchanged after the Restricted Period,
for interests in the Regulation S Global Certificate of the same Class or Private Certificates. The Certificate Registrar
shall effect such exchange by


 






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delivering
to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Global
Certificate, representing the aggregate Certificate Principal Balance of interests in the Temporary Regulation S Global Certificate
initially exchanged for interests in the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear
or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar
as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream
pursuant to the terms of this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests
in the Temporary Regulation S Global Certificate for interests in the Regulation S Global Certificate, the Certificate
Registrar shall endorse the Temporary Regulation S Global Certificate to reflect the reduction in the Certificate Principal
Balance represented thereby by the amount so exchanged and shall endorse the Regulation S Global 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 Global Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits
under this Agreement as the Regulation S Global Certificate and Rule 144A Global Certificate authenticated and delivered
hereunder.


 


(g)           
Non-Book Entry Certificate to Global Certificate. If a holder of a Non-Book Entry Certificate that is a Private Certificate
(other than a Class Z or Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate
for an interest in a Global 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 Global 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 Global Certificate of the same Class. Upon receipt by
the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, 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 Global Certificate equal to the portion
of the Certificate Principal 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 I
to this Agreement (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate),
in the form of Exhibit J to this Agreement (in the event that the applicable Global Certificate is the Regulation S
Global Certificate) or in the form of Exhibit K to this Agreement (in the event that the applicable Global Certificate
is the Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled,
all or part of such Non-Book Entry Certificate, and shall, if applicable, direct the Certificate Administrator to execute, authenticate
and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Principal Balance of the portion
retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Global Certificate by
the aggregate Certificate Principal 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 Global
Certificate equal to the Certificate Principal Balance of the portion of the Non-Book Entry Certificate so canceled.


 






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(h)           
Exchanges of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global
Certificate or Non-Book Entry Certificate (other than a Public Certificate) wishes at any time to transfer its interest in such
Rule 144A Global Certificate, Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required
to take delivery thereof in the form of a Non-Book Entry Certificate, then the Certificate Registrar shall refuse to register such
transfer unless it receives (and upon receipt, may conclusively rely upon): (i) an investment representation letter from the
proposed transferee substantially in the form attached as Exhibit L-4 to this Agreement and (ii) if required by
the Certificate Registrar, an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall
be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding such
transfer from the Certificateholder desiring to effect such transfer and/or the proposed transferee on which such opinion of counsel
is based (such opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities as
such).


 


(i)            
Other Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as
otherwise set forth in Section 5.02(d) of this Agreement), such Certificates may be exchanged only in accordance with such
procedures as are substantially consistent with the provisions of clauses (c) through (f) and (h) above (including
the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under the
Securities 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 Global Certificate to U.S. persons (as defined in Regulation S) shall
be limited to transfers made pursuant to the provisions of clause (e) above.


 


(k)           
[Reserved]


 


(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)          
No ERISA Restricted Certificate, Class Z or Class R Certificate may be purchased by or transferred to any prospective
purchaser or transferee that is or will be an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited
transaction provisions of ERISA or Code Section 4975 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 (within the meaning of 29 C.F. R. Section 2510.3 101, as modified by Section 3(42)
of ERISA, or of applicable Similar Law) to purchase such ERISA Restricted Certificate, Class Z or Class R Certificate, other
than, in the case of the ERISA Restricted Certificates, 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


 






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provisions
of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or a Plan subject to
Similar Law where the purchase and holding of such Certificates by such Plan would not constitute a non-exempt violation of Similar
Law). Except in connection with the transfer thereof by an Initial Purchaser or the Depositor, each prospective transferee of
an ERISA Restricted Certificate, Class Z or Class R Certificate in Non-Book Entry Certificate form shall deliver to the transferor,
the Depositor, the Certificate Registrar, the Certificate Administrator and the Trustee a representation letter, substantially
in the form of Exhibit L-3 to this Agreement, stating that the prospective transferee is not a Plan or a person acting
on behalf of or using the assets of a Plan (within the meaning of 29 C.F. R. Section 2510.3 101, as modified by Section 3(42)
of ERISA, or of applicable Similar Law), other than, in the case of the ERISA Restricted Certificates, 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 a Plan subject to Similar Law where the purchase and holding of such Certificates
by such Plan would not constitute a non-exempt violation of Similar Law). No 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, Class C
or Class D Certificate and no Certificate which has ceased to be an ERISA Restricted Certificate (because of the proviso
in the definition of “ERISA Restricted 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 any such Plan or using the assets of a Plan (within
the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, or of applicable Similar Law) to purchase
such Certificate, unless (A) the purchaser is an “accredited investor” within the meaning of Rule 501(a)(1) of
the Securities Act and (B) the acquisition, holding and disposition of such Certificate by the purchaser will not constitute
or otherwise result in a non-exempt prohibited transaction under ERISA or Code Section 4975 (or a similar non-exempt violation
of Similar Law). 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.


 


(n)           
Each Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such
Residual Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any
Residual Ownership Interest are expressly subject to the following provisions:


 


(i)            
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire
or hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that
is not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change
in its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(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.


 






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(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 L-1 to this Agreement (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 tax 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 comply with the provisions of this Section 5.03(n) and (y) other than in connection with the initial issuance of
a Class R Certificate or the Transfer of any Class R Certificate by any Initial Purchaser in connection with the initial offering
of the Certificates, require a statement from the proposed transferor substantially in the form attached as Exhibit L-2
to this Agreement (the “Transferor Letter”), that the proposed transferor has no actual knowledge that
the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s
statements in the Transferee Affidavit are false.


 


(iii)          
Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (n)(ii) above,
if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee,
no Transfer to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate
Register; provided, however, that the Certificate Registrar shall not be required to conduct any independent investigation
to determine whether a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has
occurred a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman)
in contravention of the foregoing restrictions, and in any event not later than 60 days after a request for information from
the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator
agree to furnish to the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to
the application of Code Section 860E(e) as may be required by the Code, including, but not limited to, the present value
of the total anticipated excess


 






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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.


 


(iv)          
The Class R Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by
Qualified Institutional Buyers.


 


(v)           
The Class Z Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by
Qualified Institutional Buyers or Institutional Accredited Investors.


 


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, the Trustee and the Certificate Administrator such security or indemnity
as may be required by it to save it harmless, then, in the absence of actual notice that such Certificate has been acquired by
a bona fide purchaser, the Certificate Registrar shall direct the Certificate Administrator to 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 Fund. In connection with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar
and the Certificate Administrator 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 Fund, 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 Operating Advisor, the Trustee, the Certificate
Administrator 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 Operating Advisor, the Trustee, 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     
Appointment of Paying Agent. The Certificate Administrator may appoint (and, if it does not so appoint, shall act
as) a paying agent for the purpose of making distributions to Certificateholders pursuant to Section 4.01 of this Agreement.
The Certificate Administrator shall cause such Paying Agent, if other than the Certificate Administrator or the Master Servicer,
to execute and deliver to the Master Servicer and the Certificate Administrator an instrument that is consistent in all material
respects with this Agreement and in which such


 






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Paying
Agent shall agree with the Master Servicer and the Certificate Administrator that such Paying Agent will hold all sums held by
it for the payment to Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums have
been paid to the Certificateholders or disposed of as otherwise provided herein. The initial Paying Agent shall be the Certificate
Administrator. The Paying Agent shall at all times (a) have a rating on its unsecured long-term debt of at least “A2”
by Moody’s and “A” by Fitch and (b) have a rating on its unsecured short-term debt of at least “P-1”
by Moody’s (or have such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation).


 


Section 5.07     
Access to Certificateholders’ Names and Addresses; Special Notices.


 


(a)           
If any Certifying Certificateholder, the Master Servicer or the Special Servicer (for purposes of this Section 5.07,
an “Applicant”) applies or requests in writing to the Certificate Registrar, and such application or request
states that the Applicant desires to communicate with the Certificateholders, the Certificate Registrar shall promptly furnish
or cause to be furnished to such Applicant a list of the names and addresses of the Certificateholders as of the most recent Record
Date as they appear in the Certificate Register, at the expense of the Applicant.


 


(b)           
Every Certificateholder, by receiving and holding its Certificate, agrees with the Certificate Administrator that the Certificate
Administrator and the Certificate Registrar shall not be held accountable in any way by reason of the disclosure of any information
as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.


 


(c)           
Upon the written request of any Certifying Certificateholder or a Companion Loan Holder that (a) states that such Certificateholder
or such Companion Loan Holder, as applicable, desires the Certificate Administrator to transmit a notice to all Certificateholders
stating that such Certificateholder or such Companion Loan Holder, as applicable, wishes to be contacted by other Certificateholders,
setting forth the relevant contact information and briefly stating the reason for the requested contact and (b) provides a
copy of the Special Notice which such Certificateholder or such Companion Loan Holder proposes to transmit, the Certificate Administrator
shall post such request and Special Notice to the Certificate Administrator’s Website and shall mail such request and Special
Notice to all Certificateholders at their respective addresses appearing on the Certificate Register. The costs and expenses of
the Certificate Administrator associated with delivering any such Special Notice shall be borne by the party requesting such Special
Notice. Every Certificateholder, by receiving and holding a Certificate, agrees that neither the Certificate Administrator nor
the Certificate Registrar shall be held accountable by reason of the disclosure of any such Special Notice to Certificateholders,
regardless of the information set forth in such Special Notice.


 


Section 5.08     
Actions of Certificateholders.


 


(a)            
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be
given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by


 






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such
Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Certificate Administrator and, when required,
to the Depositor, the Master Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Certificate Administrator,
the Depositor, the Special Servicer and the Master Servicer, if made in the manner provided in this Section.


 


(b)          
The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable
manner which the Certificate Administrator deems sufficient.


 


(c)           
Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every
Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect
of anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or
the Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)          
The Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this
Section 5.08 as it shall deem necessary.


 


Section 5.09     
Authenticating Agent. The Certificate Administrator may appoint an Authenticating Agent to execute and to authenticate
Certificates. The Authenticating Agent must be acceptable to the Depositor and must be a corporation organized and doing business
under the laws of the United States of America or any state, having a principal office and place of business in a state and city
acceptable to the Depositor, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state authorities. The Certificate Administrator shall serve
as the initial Authenticating Agent and the Certificate Administrator hereby accepts such appointment.


 


Any corporation into
which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Authenticating Agent shall be party, or any corporation succeeding to the
corporate agency business of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing of any
paper or any further act on the part of the Certificate Administrator or the Authenticating Agent.


 


The Authenticating
Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate Administrator
and the Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating Agent by giving written
notice of termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation or upon such a termination,
or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section
5.09, the Certificate Administrator promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the
Depositor, and shall mail notice of such appointment to all


 






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Certificateholders.
Any successor Authenticating Agent 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 Authenticating Agent herein.
No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.09.


 


The Authenticating
Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator.
Any compensation paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator. The appointment
of an Authenticating Agent 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 the Authenticating Agent.


 


Section 5.10     
Appointment of Custodian. The Certificate Administrator may appoint one or more Custodians to hold all or a portion
of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate
Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator
shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply
with the terms of each Custodial Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit
of the Certificateholders and the Companion Loan Holders. Each Custodian shall be a depository institution subject to supervision
by federal or state authority, shall have a combined capital and surplus of at least $10,000,000, shall have a long-term debt rating
of at least “Baa1” by Moody’s, “BBB+” by Fitch and if rated by KBRA, a rating by KBRA at least equivalent
to “Baa1” by Moody’s, and shall be qualified to do business in the jurisdiction in which it holds any Mortgage
File. Each Custodial Agreement may be amended only as provided in Section 11.07 of this Agreement. Any compensation paid
to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve
as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance
with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity
bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with
the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of
its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder
extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies
of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations
hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement,
with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained
under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating
Agencies have provided to the Certificate Administrator a Rating Agency Confirmation. The appointment of a Custodian 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 the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.


 






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Section 5.11     
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 & Marquette Avenue, Minneapolis, Minnesota 55479-0113 as its office
for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders of any change in the location
of the Certificate Register or any such office or agency.


 


ARTICLE
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the

 Operating Advisor and the CONTROLLING CLASS REPRESENTATIVE


 


Section 6.01     
Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor. The Depositor, the
Master Servicer, the Special Servicer and the Operating Advisor each shall be liable in accordance herewith only to the extent
of the obligations specifically imposed by this Agreement. Each of the Master Servicer, the Special Servicer and the Operating
Advisor shall indemnify the Depositor, and any employee, director or officer of the Depositor, the Trust Fund and any holder of
a Serviced Companion Loan and hold the Depositor, any employee, director or officer of the Depositor, the Trust Fund and any holder
of a Serviced Companion Loan harmless against any loss, liability or reasonable expense (including, without limitation, reasonable
attorneys’ fees and expenses) incurred by such parties (i) as a result of any willful misconduct, bad faith, fraud or
negligence in the performance of the duties of the Master Servicer, the Special Servicer or the Operating Advisor, as the case
may be, or by reason of negligent disregard of the Master Servicer’s, the Special Servicer’s or the Operating Advisor’s,
as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Master Servicer, the Special
Servicer or the Operating Advisor, as the case may be, of any of its representations or warranties contained herein. The Depositor
shall indemnify the Trust Fund and the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the
Operating Advisor, and any employee, member, manager, director or officer of the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator or the Operating Advisor and hold the Trust Fund and the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator and the Operating Advisor and any employee, member, manager, director or officer of either
the Master Servicer, the Special Servicer, the Trustee or the Operating Advisor harmless against any loss, liability or reasonable
expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such parties (i) in connection
with any willful misconduct, bad faith, fraud and/or negligence in the performance of duties of the Depositor or by reason of negligent
disregard of the Depositor obligations or duties hereunder, or (ii) as a result of the breach by the Depositor of any of its
representations or warranties contained herein.


 


Section 6.02     
Merger or Consolidation of the Master Servicer, the Special Servicer and the Operating Advisor. Subject to the following
paragraph, each of the Master Servicer, the Special Servicer and the Operating Advisor shall keep in full effect its existence,
rights and good standing as a national banking association, a corporation or a limited liability


 






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company,
as applicable, under the laws of the state of its organization and shall not jeopardize its ability to do business in each jurisdiction
in which the Mortgaged Properties are located, to the extent necessary to perform its obligations under this Agreement, or to
protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective
duties under this Agreement.


 


Each of the Master
Servicer, the Special Servicer and the Operating Advisor 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, in the case of the Operating Advisor, may be limited to all or substantially all of its assets related to acting
as an operating advisor or trust advisor for commercial mortgage securitizations) to any Person, in which case any Person resulting
from any merger or consolidation to which it shall be a party, or any Person succeeding to its business, shall be the successor
of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, hereunder, and shall be deemed to have assumed
all of the liabilities of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, hereunder, if each
of the Rating Agencies has provided a Rating Agency Confirmation; provided that the Operating Advisor shall not be required
to obtain a Rating Agency Confirmation from any Rating Agency if the Operating Advisor is merged into or consolidated with an Eligible
Operating Advisor or transfers all or substantially all of its assets to an Eligible Operating Advisor; and 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, then 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. 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.


 


Section 6.03     
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others.
None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or any of the directors, members, managers,
officers, employees or agents of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor shall be under
any liability to the Trust, the Certificateholders, the Companion Loan Holders or any other Person 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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor
or any such Person against liability which would otherwise be imposed by reason of (i) any breach of warranty or representation
by such respective party in this Agreement or (ii) any willful misconduct, bad faith, fraud or negligence on the part of such
respective party in the performance of its obligations and duties hereunder or by reason of negligent disregard on the part of
such respective party of its obligations or duties hereunder. The Depositor, the Master


 






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Servicer, the Special Servicer, the Operating Advisor and any director, member, manager, officer, employee
or agent of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may rely in good faith on any document
of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder.
The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and any director, member, manager, officer, employee
or agent of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor shall be indemnified and held harmless
by the Trust (which indemnification amounts shall be payable out of the Collection Account or the applicable Serviced Whole Loan
Custodial Account if and to the extent with respect to a Serviced Whole Loan and then out of the Collection Account, provided that, to the extent that the amount relates to a Serviced Whole Loan, is required under the Co-Lender Agreement to be borne
by the holder of a related Companion Loan and is paid from the Collection Account because funds on deposit in the applicable Serviced
Whole Loan Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall from time to time thereafter
use amounts otherwise payable to the holder of such Companion Loan to deposit into the Collection Account the amount so paid from
the Collection Account) against any loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable
legal fees and expenses) incurred in connection with, or relating to, this Agreement or the Certificates, other than any
loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable legal fees and expenses) (i) incurred
by reason of willful misconduct, bad faith, fraud or negligence in the performance of obligations or duties hereunder or by reason
of negligent disregard of obligations or duties hereunder, in each case by the Person being indemnified, (ii) with respect
to any such party, resulting from the breach by such party of any of its representations or warranties contained herein, (iii) specifically
required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms hereof or (iv) which
constitutes an Advance that is otherwise reimbursable hereunder. None of the Depositor, the Master Servicer, the Special Servicer
or the Operating Advisor shall be under any obligation to appear in, prosecute or defend any legal action unless such action is
related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability for which
reimbursement is not reasonably assured; provided, however, that any of the Depositor, the Master Servicer, the
Special Servicer or the Operating Advisor may in its discretion undertake any such action related to its obligations hereunder
which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust (payable out of the Collection Account or the applicable
Serviced Whole Loan Custodial Account if and to the extent with respect to a Serviced Whole Loan and then out of the Collection
Account, provided that to the extent that the amount relates to a Serviced Whole Loan, is required under the related Co-Lender
Agreement to be borne by the holder of a related Companion Loan and is paid from the Collection Account because funds on deposit
in the applicable Serviced Whole Loan Custodial Account are insufficient to pay such indemnification, then the Master Servicer
shall from time to time thereafter use amounts otherwise payable to the holder of such Companion Loan to deposit into the Collection
Account the amount so paid from the Collection Account), and the Depositor, the Master Servicer, the Special Servicer and the
Operating Advisor shall be entitled to be reimbursed therefor from the


 






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Collection Account or the applicable Serviced Whole Loan
Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A of this Agreement.


Each Other Securitization
Trust, Other Master Servicer, an Other Special Servicer, an Other Depositor, an Other Trustee, an Other Certificate Administrator,
an Other Operating Advisor, and any of their respective directors, officers, employees or agents (collectively, the “Other
Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s pro rata
share (subject to the related Co-Lender 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 each Non-Serviced Mortgage Loan and the related Mortgaged Property under the related Other Pooling and Servicing Agreement (but
excluding any such losses allocable to each Non-Serviced Companion Loan), other than any losses incurred by reason of any Other
Indemnified Party’s willful misfeasance, bad faith or negligence in the performance of its obligations or duties or by reason
of negligent disregard of obligations and duties under the applicable Other Pooling and Servicing Agreement and to the extent amounts
on deposit in the “serviced whole loan custodial account” (or such other similar term, as defined in the applicable
Other Pooling and Servicing Agreement) are insufficient for reimbursement of such amounts, the Master Servicer shall, promptly
following notice from the related Other Master Servicer, reimburse each of such applicable Persons for the Trust’s pro
rata share of the insufficiency out of general funds in the Collection Account.


Section 6.04     
Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.


(a)           
Each of the Master Servicer, the Special Servicer and the Operating Advisor may assign its respective rights and delegate
its respective duties and obligations under this Agreement; provided that, with respect to any of the Master Servicer,
the Special Servicer or the Operating Advisor: (i) the successor accepting such assignment and delegation (A) shall
be an established mortgage finance entity, bank or other entity regularly engaged in the servicing of commercial mortgage loans
(or, in the case of the Operating Advisor, an Eligible Operating Advisor), organized and doing business under the laws of any
state of the United States, the District of Columbia or the United States, authorized under such laws to perform the duties of
a servicer of mortgage loans or of an operating advisor, as applicable, or a Person resulting from a merger, consolidation or
succession that is permitted under Section 6.02 of this of this Agreement and, in the case of a Serviced Whole Loan, under
the related Co-Lender Agreement, and (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement
which 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 Master Servicer, the Special Servicer or the Operating Advisor, as the case may be, under this
Agreement from and after the date of such agreement; (ii) except in the case of a successor operating advisor that satisfies
the requirements of an Eligible Operating Advisor, each Rating Agency has delivered to the Trustee a Rating Agency Confirmation;
(iii) the Master Servicer, the Special Servicer or the Operating Advisor shall not be released from its obligations under
this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.04; (iv) the
rate at which the Operating Advisor Fee, the Servicing Fee or Special Servicing Compensation, as applicable (or any component
thereof) is calculated shall not exceed the rate then in effect; (v)






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solely in the case
of the Charles River Plaza North Whole Loan, for so long as the related Subordinate Companion Loan Holder is the applicable Whole
Loan Directing Holder, the successor special servicer is acceptable to the related Subordinate Companion Loan Holder; (vi) solely
in the case of the WPC Department Store Portfolio Whole Loan prior to the WPC Department Store Portfolio Securitization Date,
the successor special servicer is acceptable to the WPC Department Store Portfolio Directing Holder; and (vii) the resigning
Master Servicer, Special Servicer or Operating Advisor, as applicable, shall be responsible for the reasonable costs and expenses
of each other party hereto, the Trust and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment
and delegation, the purchaser or transferee shall be the successor Master Servicer, Special Servicer or Operating Advisor, as
applicable, hereunder.


(b)          
Except as provided in this Section 6.04 and Section 7.06(e), and subject to the following paragraph, the Master
Servicer, the Special Servicer and the Operating Advisor shall not resign from their respective obligations and duties hereby imposed
on them except upon determination that such duties hereunder are no longer permissible under applicable law; provided that,
on and after the time the Trustee receives notice of resignation by the Master Servicer, the Special Servicer or the Operating
Advisor upon determination that such duties hereunder are no longer permissible under applicable law, the Trustee shall, subject
to the terms and provisions of Section 7.02 of this Agreement as if the resigning party was a Terminated Party, be its successor
in all respects in its capacity as Master Servicer, Special Servicer or Operating Advisor, as applicable, as though the Master
Servicer, the Special Servicer or the Operating Advisor, as the case may be, had received a notice of termination. Any such determination
permitting the resignation of the Master Servicer, the Special Servicer or Operating Advisor, as applicable, shall be evidenced
by an Opinion of Counsel (obtained at the resigning Master Servicer’s, Special Servicer’s or Operating Advisor’s
expense) to such effect delivered to the Trustee and the Certificate Administrator.


Except as provided
in the immediately preceding paragraph, no resignation or removal of the Master Servicer, the Special Servicer or the Operating
Advisor as contemplated herein (except in circumstances where no successor Operating Advisor is required to be appointed) shall
become effective until the Trustee or a successor Master Servicer, Special Servicer or Operating Advisor shall have assumed the
Master Servicer’s, the Special Servicer’s or the Operating Advisor’s, as applicable, responsibilities, duties,
liabilities and obligations hereunder. If no successor Master Servicer, Special Servicer or Operating Advisor can be obtained to
perform such obligations for the same compensation to which the terminated Master Servicer, Special Servicer or Operating Advisor
would have been entitled, additional amounts payable to such successor Master Servicer, Special Servicer or Operating Advisor shall
be treated as a shortfall resulting in Realized Losses; provided that, for so long as no Consultation Termination Event
has occurred and is continuing, the Trustee shall consult with the Controlling Class Representative prior to the appointment of
a successor Master Servicer, Special Servicer or Operating Advisor at a servicing or operating advisor compensation in excess of
that permitted to the terminated Master Servicer, Special Servicer or Operating Advisor, as applicable, and will only be permitted
to appoint such successor Master Servicer, Special Servicer or Operating Advisor at the direction of the Depositor. For so long
as the holder of the Charles River Plaza North Subordinate Companion Loan is the Charles River Plaza North Directing Holder, the
appointment of any successor special servicer with respect to the Charles River Plaza North






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Whole Loan shall
be subject to the consent of the holder of the Charles River Plaza North Subordinate Companion Loan. The appointment of any successor
special servicer with respect to the WPC Department Store Portfolio Whole Loan (prior to the WPC Department Store Portfolio Companion
Loan Securitization Date) shall be subject to the consent of the WPC Department Store Portfolio Directing Holder.


If the Trustee or
an Affiliate acts pursuant to this Section 6.04 as successor to the resigning Master Servicer, it may reduce the Excess
Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would
otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Master
Servicer other than itself or an Affiliate pursuant to this Section 6.04, it may reduce the Excess Servicing Fee Rate to
the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master
Servicer that meets the requirements of this Section 6.04.


Section 6.05    
Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special
Servicer. The Master Servicer and the Special Servicer shall afford the Depositor, the Trustee, the Certificate Administrator and,
subject to Section 11.13 of this Agreement, each Rating Agency, upon reasonable notice, during normal business hours access
to all records maintained by it in respect of its rights and obligations hereunder and access to its officers responsible for such
obligations, if reasonably related to the performance of the obligations of such Person under this Agreement. Upon request, if
reasonably related to the performance of the obligations of such Person under this Agreement, the Master Servicer and the Special
Servicer shall furnish to the Depositor, each of the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer,
the Trustee and the Certificate Administrator its most recent publicly available annual financial statements or those of its public
parent. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer hereunder
which are in default and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of such
Person hereunder or exercise its rights hereunder, provided that the Master Servicer and the Special Servicer shall not
be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. In the event the
Depositor or its designee undertakes any such action, it will be indemnified and reimbursed by the Trust from the Collection Account
as provided in Section 3.06 and Section 6.03 of this Agreement to the extent not recoverable from the Master Servicer
or Special Servicer, as applicable. None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer (with
respect to the Special Servicer) or the Special Servicer (with respect to the Master Servicer) shall have any responsibility or
liability for any action or failure to act by the Master Servicer or the Special Servicer and neither such Person is obligated
to monitor or supervise the performance of the Master Servicer or the Special Servicer under this Agreement or otherwise. Neither
the Master Servicer nor the Special Servicer shall have any responsibility or liability for any action or failure to act by the
Depositor, the Trustee or the Certificate Administrator and neither such Person is obligated to monitor or supervise the performance
of the Depositor, the Trustee or the Certificate Administrator under this Agreement or otherwise.


Each of the Trustee,
the Certificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such reports, certifications
and information as are






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reasonably requested by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or
the Special Servicer, as applicable, in order to enable such requesting party to perform its duties hereunder, provided
that for the avoidance of doubt, this shall not require any Person to prepare any reports, Certificates and information not required
to be prepared hereunder.


Neither the Master
Servicer nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information pursuant to
this Section.


Section 6.06     
Master Servicer, Special Servicer as Owner of a Certificate. The Master Servicer or an Affiliate of the Master Servicer
or the Special Servicer or an Affiliate of the Special Servicer may become the Holder (or with respect to a Global Certificate,
Beneficial Owner) of any Certificate with the same rights it would have if it were not the Master Servicer or the Special
Servicer or an Affiliate thereof, except as otherwise expressly provided herein. If, at any time during which the Master Servicer
or the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is the Holder or Beneficial Owner of any
Certificate, the Master Servicer or the Special Servicer proposes to take action (including for this purpose, omitting to take
action) that (i) is not expressly prohibited by the terms hereof and would not, in the Master Servicer’s or the
Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) if taken, might nonetheless, in the
Master Servicer’s or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing
Standard, the Master Servicer or the Special Servicer may seek the approval of the Certificateholders and any affected Companion
Loan Holder to such action by delivering to the Trustee and the Certificate Administrator a written notice that (i) states
that it is delivered pursuant to this Section 6.06, (ii) identifies the Percentage Interest in each Class of Certificates
beneficially owned by the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer,
and (iii) describes in reasonable detail the action that the Master Servicer or the Special Servicer proposes to take. The
Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders (other than the Master Servicer
and its Affiliates or the Special Servicer and its Affiliates, as appropriate) together with such instructions for response
as the Certificate Administrator shall reasonably determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by the Master Servicer
or its Affiliates or the Special Servicer or its Affiliates) and any affected Companion Loan Holder shall have consented in
writing to the proposal described in the written notice, and if the Master Servicer or the Special Servicer shall act as proposed
in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall be
entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, of the reasonable expenses of the Certificate
Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that the Master Servicer or
the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder,
except in the case of unusual circumstances.


Section 6.07     
Rating Agency Fees. The Depositor shall pay (or cause to be paid) the annual fees of each Rating Agency including,
but not limited to, surveillance fees.






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Section 6.08     
Termination of the Special Servicer Without Cause.


(a)           
At any time prior to the occurrence and continuance of any Control Termination Event, subject to Section 6.08(g),
Section 6.08(h) and Section 6.08(i) of this Agreement, the Controlling Class Representative shall be entitled to
terminate the rights (subject to Section 3.12 and Section 6.03 of this Agreement) 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 and the Trustee and, in the case of a termination of the Special Servicer with respect
to a Serviced Whole Loan, the related Companion Loan Holder. Upon a termination (pursuant to the prior sentence) or a resignation
(pursuant to Section 6.04(b) of this Agreement) of the Special Servicer, subject to Section 6.08(g), Section 6.08(h)
and Section 6.08(i) of this Agreement, the Controlling Class Representative shall appoint a successor Special Servicer;
provided, however, that (i) such successor will meet the requirements set forth in Section 7.02 of this
Agreement, (ii) the Controlling Class Representative shall (at no expense to the Trust) obtain and deliver to the Certificate
Administrator and the Trustee a Rating Agency Confirmation with respect to such proposed successor acting as a Special Servicer,
and (iii) in the case of the appointment of a successor Special Servicer with respect to a Serviced Whole Loan, the Controlling
Class Representative shall (at no expense to the Trust or the related Other Securitization Trust) obtain and deliver to the certificate
administrator (if any) and the trustee for the related Other Securitization Trust (with a copy to the Certificate Administrator
and the Trustee) a Companion Loan Rating Agency Confirmation with respect to such proposed successor acting as a Special Servicer
for the related Companion Loan.


Following the occurrence
and during the continuance of a Control Termination Event, upon (i) the written direction of Holders of Certificates (other
than the Class Z and Class R Certificates) evidencing not less than 25% of the Voting Rights of the Certificates requesting
a vote to terminate and replace the Special Servicer with a proposed successor Special Servicer, (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 and (iii) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating
Agency Confirmation with respect to the termination of the existing Special Servicer and the replacement thereof with the proposed
successor (with the reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation
to be an expense of such Holders), the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders
by posting such notice on its internet website and by mailing at their addresses appearing in the Certificate Register. Upon the
written direction of (a) Holders of Regular Certificates evidencing at least 75% of a Certificateholder Quorum or (b) Holders
of Non-Reduced Certificates evidencing more than 50% of the Voting Rights of each of Class of Non-Reduced Certificates, (subject
to Section 6.08(g), Section 6.08(h) and Section 6.08(i) of this Agreement), the Trustee shall terminate all
of the rights (subject to Section 3.12 and Section 6.03 of this Agreement) and obligations of the Special Servicer
under this Agreement, and the proposed successor Special Servicer shall succeed to the duties of the Special Servicer as if a removal
and replacement were occurring pursuant to Section 7.01 and Section 7.02 of this Agreement; provided that
if such written direction is not provided within 180 days of the initial request for a vote to terminate and replace the Special
Servicer, then such written direction shall have no force and effect. The provisions set forth in the foregoing sentences of this
Section






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6.08(a) shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between
each other. The Special Servicer shall not have any cause of action based upon or arising from any breach or alleged breach of
such provisions. As between the Special Servicer, 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 Special Servicer.


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner may access notices
on the Certificate Administrator’s Website and each Certificateholder and Beneficial Owner may register to receive e-mail
notifications when such notices are posted on the Certificate Administrator’s Website; provided that the Certificate
Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting
such notices.


(b)          
At any time after the occurrence and during the continuance of a Consultation Termination Event and subject to Section
6.08(g), Section 6.08(h) and Section 6.08(i) of this Agreement, 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 recommendation in the form of Exhibit T 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 that in no event shall the information or any other content included
in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its position (along
with relevant information justifying its recommendation) and recommending a replacement special servicer meeting the applicable
requirements of this Agreement, which recommended special servicer has agreed to succeed as Special Servicer if appointed in accordance
herewith. In such event, the Certificate Administrator shall promptly post a copy of such recommendation on the Certificate Administrator’s
Website and by mail send notice to all Certificateholders, asking them to vote whether they wish to remove the Special Servicer.
Upon (i) the written direction of Holders of each Class of Non-Reduced Certificates evidencing greater than 50% of the aggregate
Voting Rights of each Class of Non-Reduced Certificates within 180 days of the initial request for a vote 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 (A) subject to Section 6.08(g), Section 6.08(h) and Section 6.08(i)
of this Agreement, terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint the recommended
successor Special Servicer and (B) promptly notify the outgoing Special Servicer of the effective date of such termination.
The reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation and administering
such vote shall be an Additional Trust Fund Expense. If the Certificate Administrator does not receive the required written direction
contemplated by clause (i) of the second preceding sentence within 180 days of the initial request for such vote,
then the Trustee shall have no obligation to remove the Special Servicer and such recommendation shall lapse and have no force
or effect. 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






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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
6.08(b).


(c)           
In no event may a successor Special Servicer be a current or former Operating Advisor or any Affiliate of such current or
former Operating Advisor. Further, such successor must be a Person that (i) satisfies all of the eligibility requirements
applicable to special servicers contained in this Agreement and, in the case of a Serviced Whole Loan, in the related Co-Lender
Agreement, (ii) is not obligated or allowed to pay the Operating Advisor (x) any fees or otherwise compensate the Operating
Advisor in respect of its obligations under this Agreement or (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, (iii) is
not entitled to waive any compensation from the Operating Advisor and (iv) is not entitled to receive any fee from the Operating
Advisor for its appointment as successor Special Servicer, in each case, unless expressly approved by 100% of the Certificateholders.


(d)          
The appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective
obligations to make Advances as set forth herein; provided, however, that the initial Special Servicer specified
in Section 3.21(a) of this Agreement shall not be liable for any actions or any inaction of such successor Special Servicer.
Any termination fee payable to the terminated Special Servicer and any costs incurred by the Trust or the terminated Special Servicer
in connection with the replacement of a Special Servicer shall be paid by the Controlling Class Representative, Certificateholders
or Companion Loan Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust Fund.


(e)           
No termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the
successor Special Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which
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 Special Servicer under this Agreement from and after the date of such agreement and (ii) subject to Section
11.13 of this Agreement, each Rating Agency has delivered to the Trustee and the Certificate Administrator a Rating Agency
Confirmation and, if required pursuant to Section 6.08(a), each Companion Loan Rating Agency has delivered to the Trustee
and the Certificate Administrator and their respective counterparts with respect to the Other Securitization Trust a Companion
Loan Rating Agency Confirmation, in each case with respect to such termination and appointment of a successor.


(f)           
Any successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.06(a)
of this Agreement mutatis mutandis as of the date of its succession.


(g)           
For so long as the related Subordinate Companion Loan Holder is the Whole Loan Directing Holder with respect to the AB Whole
Loan or any related REO Property, the related Whole Loan Directing Holder or its designee will have the right to terminate and
replace the Special Servicer with respect to the AB Whole Loan or any related REO Property, with or without cause, in accordance
with the related Co-Lender Agreement, subject to the satisfaction of the conditions set forth in Section 6.08(e) of this
Agreement. For so long as the






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related Subordinate Companion Loan Holder is the Whole Loan Directing Holder with respect to the
AB Whole Loan or any related REO Property, Section 6.08(a) and Section 6.08(b) of this Agreement shall not apply
to any termination or replacement of the Special Servicer with respect to the AB Whole Loan or any related REO Property, unless
the Certificate Administrator and Trustee have each received an executed copy of the Whole Loan Directing Holder’s written
consent to any such termination and replacement.


(h)           
Prior to the WPC Department Store Portfolio Securitization Date, the WPC Department Store Portfolio Directing Holder or
its designee will have the right to terminate and replace the Special Servicer with respect to the WPC Department Store Portfolio
Whole Loan or any related REO Property, with or without cause, in accordance with the related Co-Lender Agreement, subject to the
satisfaction of the conditions set forth in Section 6.08(e) of this Agreement. Prior to the WPC Department Store Portfolio
Securitization Date, Section 6.08(a) and Section 6.08(b) of this Agreement shall not apply to any termination or
replacement of the Special Servicer with respect to the WPC Department Store Portfolio Whole Loan or any related REO Property,
unless the Certificate Administrator and Trustee have each received an executed copy of the WPC Department Store Portfolio Directing
Holder’s written consent to any such termination and replacement.


(i)            
In the event that the Special Servicer is terminated pursuant to this Section 6.08, the Trustee shall, by notice
in writing to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the Mortgage
Loans and the Serviced Whole Loans and the proceeds thereof, other than any rights the Special Servicer may have hereunder as a
Certificateholder and any rights or obligations that accrued prior to the date of such termination (including without limitation
the right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts
until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date
of such termination and the right to the benefits of Section 6.03 of this Agreement and the right to receive ongoing Workout
Fees in accordance with the terms hereof).


(j)            
If a replacement special servicer is appointed with respect to a Serviced Whole Loan or any related REO Property in accordance
with Article VII such that there are multiple parties acting as Special Servicer hereunder, then, unless the context clearly
requires otherwise: (i) when used in the context of imposing duties and obligations on the Special Servicer hereunder or the performance
of such duties and obligations, the term “Special Servicer” shall mean the applicable Serviced Whole Loan Special Servicer,
insofar as such duties and obligations relate to the subject Serviced Whole Loan or any related REO Property, and shall mean the
General Special Servicer (as defined below in subsection (i)), in all other cases (provided that in Section 3.15
and Article VII of this Agreement, the term “Special Servicer” shall mean each of the Serviced Whole Loan Special
Servicer and the General Special Servicer); (ii) when used in the context of identifying the recipient of any information, funds,
documents, instruments and/or other items, the term “Special Servicer” shall mean the applicable Serviced Whole Loan
Special Servicer, insofar as such information, funds, documents, instruments and/or other items relate to the subject Serviced
Whole Loan or any related REO Property, and shall mean the General Special Servicer, in all other cases; (iii) when used in the
context of granting the Special Servicer the right to purchase all of the Mortgage Loans and all other property held by the Trust
Fund pursuant to Section 9.01 of this Agreement, the term “Special Servicer” shall






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mean the General
Special Servicer only; (iv) when used in the context of the Special Servicer being replaced pursuant to this Section 6.08
by the Controlling Class Representative or the applicable Certificateholders the term “Special Servicer” shall
mean the General Special Servicer or the applicable Serviced Whole Loan Special Servicer, if applicable; (v) when used in the
context of granting the Special Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the
term “Special Servicer” shall mean each of the Serviced Whole Loan Special Servicer and the General Special Servicer;
and (vi) when used in the context of requiring indemnification from, imposing liability on, or exercising any remedies against,
the Special Servicer for any breach of a representation, warranty or covenant hereunder or for any negligence, bad faith or willful
misconduct in the performance of duties and obligations hereunder or any negligent disregard of such duties and obligations or
otherwise holding the Special Servicer responsible for any of the foregoing, the term “Special Servicer” shall mean
the applicable Serviced Whole Loan Special Servicer or the General Special Servicer, as applicable.


(k)          
References in this Agreement to “General Special Servicer” mean the Person performing the duties and obligations
of special servicer with respect to the Mortgage Loans(exclusive of any Serviced Whole Loan or related REO Property as to which
a different Serviced Whole Loan Special Servicer has been appointed with respect thereto).


Section 6.09     
The Controlling Class Representative.


(a)           
Other than with respect to the Charles River Plaza North Whole Loan prior to any Whole Loan Control Appraisal Event and
the WPC Department Store Portfolio Whole Loan, prior to the WPC Department Store Portfolio Securitization Date, for so long as
no Control Termination Event has occurred and is continuing, the Controlling Class Representative shall be entitled to (1) advise
the Special Servicer with respect to all Specially Serviced Loans, (2) advise the Special Servicer with respect to non-Specially
Serviced Loans as to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer
for a Major Decision, and (3) with respect to any Non-Serviced Mortgage Loan, exercise consultation and consent rights (if any)
and attend annual meetings with an Other Master Servicer and an Other Special Servicer, in each case, to the extent the holder
of a Non-Serviced Mortgage Loan is entitled to such rights pursuant to the related Co-Lender Agreement. In addition, notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to Section 6.09(b) and the second and
third paragraphs of this Section 6.09(a), both (a) in the event that the Special Servicer and the Master Servicer have
mutually agreed pursuant to Section 3.24 that the Master Servicer shall determine and process the request with respect to
such Major Decision, the Master Servicer shall not be permitted to take any of the actions constituting a Major Decision unless
it has obtained the consent of the Special Servicer, who shall have 15 Business Days (or 60 days with respect to the determination
of an Acceptable Insurance Default) (from the date that the Special Servicer receives the information from the Master Servicer)
to analyze and make a recommendation regarding such Major Decision (subject, however, to the right of the Special Servicer to process
such Major Decision directly pursuant to Section 3.09 or Section 3.24) (provided that, in the event that the
Special Servicer and the Master Servicer have mutually agreed pursuant to Section 3.24 that the Master Servicer shall determine
and process the request with respect to such Major Decisions, if the Special Servicer does not consent, or notify the Master Servicer
that it will not consent, to such Major Decision within the required 15 Business Days or 60 days, as applicable, the Special
Servicer shall be deemed to have consented






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to such Major Decision)
and (b) for so long as no Control Termination Event has occurred and is continuing, the Special Servicer shall not be permitted
to consent to the Master Servicer’s taking any of the actions constituting a Major Decision, nor will the Special Servicer
itself be permitted to take any of the actions constituting a Major Decision as to which the Controlling Class Representative
has objected in writing within ten (10) Business Days (or in the case of a determination of an Acceptable Insurance Default, twenty
(20) days) after receipt of the written recommendation and analysis from the Special Servicer; provided that if such written
objection has not been received by the Special Servicer within such ten (10) Business Day period or twenty (20) day period,
as applicable, then the Controlling Class Representative will be deemed to have approved such action; provided, further, that, in the event that the Special Servicer or Master Servicer, as applicable, determines that immediate action, with respect
to a Major Decision, or any other matter requiring consent of the Controlling Class Representative prior to the occurrence and
continuance of a Control Termination Event in this Agreement, is necessary to protect the interests of the Certificateholders
and, with respect to any Serviced Whole Loan (if applicable), the related Serviced Companion Loan Holder(s) (as a collective whole
as if such Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s) constituted a single lender) (and,
in the case of the Charles River Plaza North Whole Loan, taking into account the subordinate nature of the related Subordinate
Companion Loan), the Special Servicer or Master Servicer, as applicable, may take any such action without waiting for the Controlling
Class Representative’s (or, if applicable, the Special Servicer’s (but only with respect to a non-Specially Serviced
Loan)) response. The Special Servicer is not required to obtain the consent of the Controlling Class Representative for any Major
Decision following the occurrence and during the continuance of a Control Termination Event; provided that, after the occurrence
and during the continuance of a Control Termination Event, the Special Servicer shall consult with the Controlling Class Representative
(until the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor in connection with any Major
Decision and consider alternative actions recommended by the Controlling Class Representative and the Operating Advisor, but only
to the extent such consultation with, or consent of, the Controlling Class Representative would have been required prior to the
occurrence and continuance of such Control Termination Event; provided that such consultation is not binding on
the Special Servicer.


In addition, other
than with respect to the Charles River Plaza North Whole Loan, prior to any Whole Loan Control Appraisal Event, and the WPC Department
Store Portfolio Whole Loan, prior to the WPC Department Store Portfolio Securitization Date, for so long as no Control Termination
Event has occurred and is continuing, the Controlling Class Representative may direct the Special Servicer to take, or to refrain
from taking, such other actions with respect to a Mortgage Loan or Serviced Whole Loan, as applicable, as the Controlling Class
Representative may deem advisable or as to which provision is otherwise made herein. Notwithstanding anything herein to the contrary,
no such direction, and no objection contemplated by the preceding paragraph or this paragraph, may require or cause the Master
Servicer or the Special Servicer to violate any provision of any Mortgage Loan Documents, applicable law, any related Co-Lender
Agreement or any intercreditor agreement, this Agreement or the REMIC Provisions, including without limitation each of the Master
Servicer’s and the Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trust or the Trustee to liability, or materially expand the
scope of the Master Servicer’s or the Special Servicer’s






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responsibilities hereunder or cause the Master Servicer or
the Special Servicer to act, or fail to act, in a manner which in the reasonable judgment of the Master Servicer or the Special
Servicer is not in the best interests of the Certificateholders and/or the Serviced Companion Loan Holders.


In the event the Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Controlling Class Representative or any
advice from the Controlling Class Representative would otherwise cause the Special Servicer or Master Servicer, as applicable,
to violate the terms of any Mortgage Loan Documents, the intercreditor agreement, applicable law, the REMIC Provisions 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 in writing the Controlling Class Representative, the Trustee and, for posting
to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5
Information Provider of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or
refraining from taking, of any action by the Master Servicer or the Special Servicer in accordance with the direction of or approval
of the Controlling Class Representative that does not violate any law or the Servicing Standard or any other provisions of this
Agreement, any related Co-Lender Agreement or any intercreditor agreement will not result in any liability on the part of the Master
Servicer or the Special Servicer.


The Controlling Class
Representative will have no liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from
the taking of any action, pursuant to this Agreement, or for error in judgment; provided, however, that the Controlling
Class Representative will not be protected against any liability to any Controlling Class Certificateholder that would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard
of obligations or duties.


By its acceptance
of a Certificate, each Certificateholder acknowledges and agrees that: (i) the Controlling Class Representative may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Controlling Class
Representative may act solely in the interests of the Holders of the Controlling Class; (iii) the Controlling Class Representative
does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Controlling
Class Representative may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders
of one or more other Classes of Certificates; and (v) the Controlling Class Representative shall have no liability whatsoever (other
than to a Controlling Class Certificateholder) for having so acted as set forth in clauses (i)-(iv) of this paragraph,
and no Certificateholder may take any action whatsoever against the Controlling Class Representative or any affiliate, director,
member, officer, employee, shareholder, member, partner, agent or principal thereof for having so acted; provided, however,
that, in the case of a Serviced Whole Loan, the rights of the Controlling Class Representative are subject to the related Co-Lender
Agreement.


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust Fund or the Certificateholders
for






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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 Other Pooling and Servicing Agreement including the holders of the controlling class under such Other Pooling and Servicing
Agreement 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 Other Pooling and Servicing Agreement, 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 Other Pooling and Servicing Agreement, and that the 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) the Controlling Class Representative shall have no right
to consent to any action taken or not taken by any party to this Agreement, after the occurrence and during the continuance of
a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class
Representative shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement,
the Master Servicer, Special Servicer and any other applicable party shall consult with the Controlling Class Representative in
connection with any action to be taken or refrained from taking to the extent it would have been required to obtain the consent
of the Controlling Class Representative but for the occurrence of a Control Termination Event set forth herein; (iii) after
the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative shall have
no 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 Controlling Class Representative; (iv)
in the case of the AB Whole Loan, for so long as the related Subordinate Companion Loan Holder is the related Whole Loan Directing
Holder, the Controlling Class Representative will not be entitled to exercise any of the rights in this Section 6.09 with
respect to the AB Whole Loan or any related REO Property, and instead all such rights, in addition to any other rights provided
for under the related Co-Lender Agreement, shall be exercised by the related Whole Loan Directing Holder; and (v) in the case of
the WPC Department Store Portfolio Whole Loan, the Controlling Class Representative will not be entitled to exercise any of the
rights in this Section 6.09 with respect to the WPC Department Store Portfolio Whole Loan or any related REO Property, and
instead all such rights, in addition to any other rights provided for under the related Co-Lender Agreement, shall be exercised
by the related WPC Department Store Portfolio Directing Holder.


(c)          
Notwithstanding anything to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain
from taking any action pursuant to instructions or based upon advice from a Whole Loan Directing Holder or Companion Loan






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Holder
that would cause any one of them to violate applicable law, the terms of the related Serviced Whole Loan, the related Co-Lender
Agreement, this Agreement, including the Servicing Standard, or the REMIC Provisions or that would (i) expose the Master Servicer,
the Special Servicer, the Depositor, a Mortgage Loan Seller, the Trust Fund, the Trustee, the Operating Advisor, the Certificate
Administrator or their respective Affiliates, officers, directors, employees or agents to any claim, suit or liability, (ii) materially
expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities, or (iii) cause the Master
Servicer or the Special Servicer to act, or fail to act, in a manner that is not in the best interests of the Certificateholders
or the Servicing Standard.


(d)          
Each Certificateholder and Beneficial Owner of a Control Eligible Certificate is hereby deemed to have agreed by virtue
of its purchase of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the
Certificate Administrator and to notify the Certificate Administrator of the transfer of any Control Eligible Certificate (or the
beneficial ownership of any Control Eligible Certificate), the selection of a Controlling Class Representative or the resignation
or removal thereof. Any such Certificateholder (or Beneficial Owner) or its designee at any time appointed Controlling Class Representative
is hereby deemed to have agreed by virtue of its purchase of a Control Eligible Certificate (or the beneficial ownership interest
in a Control Eligible Certificate) to notify the Certificate Administrator when such Certificateholder (or Beneficial Owner) or
designee is appointed Controlling Class Representative and when it is removed or resigns. Upon receipt of such notice, the
Certificate Administrator shall notify the Special Servicer, the Master Servicer, the Operating Advisor and the Trustee of the
identity of the Controlling Class Representative, any resignation or removal thereof and/or any new Holder or Beneficial Owner
of a Control Eligible Certificate. In addition, upon the request (which may be by email) of the Master Servicer, the Special Servicer,
the Operating Advisor or the Trustee, as applicable, the Certificate Administrator shall provide (on a reasonably prompt basis)
the identity of each Companion Loan Holder, the then-current Controlling Class and a list of the Certificateholders (or Beneficial
Owners, if applicable, at the expense of the Trust if such expense arises in connection with an event as to which the Controlling
Class Representative or the Controlling Class has consent or consultation rights pursuant to this Agreement or in connection with
a request made by the Operating Advisor in connection with its obligation under Section 3.28(d)(ii) of this Agreement to
deliver a copy of the Operating Advisor Annual Report to the Controlling Class Representative, and otherwise at the expense of
the requesting party) of the Controlling Class to such requesting party, and each of the Master Servicer, Special Servicer, Operating
Advisor and the Trustee shall be entitled to rely on such information so provided by the Certificate Administrator and shall be
entitled to assume that the identity of the Controlling Class Representative has not changed absent notice of a replacement of
the Controlling Class Representative by a majority of the Controlling Class, or the resignation of the then-current Controlling
Class Representative.


In the event of a
change in the Controlling Class, the Certificate Administrator shall promptly contact RREF II CMBS AIV, LP, or, if applicable,
any successor Controlling Class Representative or Controlling Class Certificateholder(s), and determine whether such entity
is the Holder (or Beneficial Owner) of at least a majority of the Controlling Class (in effect after such change in Controlling
Class) by Certificate Principal Balance. If at any time that RREF II CMBS AIV, LP or any successor Controlling Class Representative
or Controlling Class






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Certificateholder(s)
is no longer the Holder (or Beneficial Owner) of at least a majority of the Controlling Class by Certificate Principal Balance
and the Certificate Administrator has neither (i) received notice of the then-current Controlling Class Certificateholders
of at least a majority of the Controlling Class by Certificate Principal Balance nor (ii) received notice of a replacement
Controlling Class Representative pursuant to this Agreement, then a Control Termination Event and a Consultation Termination Event
shall both be deemed to have occurred and shall be deemed to continue until such time as the Certificate Administrator receives
either such notice. The Certificate Administrator shall promptly notify the Master Servicer and the Special Servicer of the occurrence
of a deemed Control Termination Event and/or a deemed Consultation Termination Event in accordance with the immediately preceding
sentence.


Upon receipt of notice
of a change in Controlling Class Representative, the Certificate Administrator shall promptly forward notice thereof to each other
party to this Agreement.


(e)           
Once a Controlling Class Representative has been selected pursuant to clause (c) above, each of the Master
Servicer, the Special Servicer, the Operating Advisor, the Depositor, the Certificate Administrator, the Trustee and each other
Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on such selection unless a majority of the
Certificateholders of the Controlling Class, by Certificate Principal Balance, or such Controlling Class Representative shall
have notified the Certificate Administrator, the Master Servicer and each other Certificateholder of the Controlling Class, in
writing, of the resignation of such Controlling Class Representative or the selection of a new Controlling Class Representative.
Upon receipt of written notice of, or other knowledge of, the resignation of a Controlling Class Representative, the Certificate
Administrator shall request the Certificateholders of the Controlling Class to select a new Controlling Class Representative.


(f)           
If at any time a book-entry certificate belongs to the Controlling Class, the Certificate Administrator shall notify the
related Beneficial Owner or Beneficial Owners (through the Depository, unless the Certificate Administrator shall have been previously
provided with the name and address of such Beneficial Owner or Beneficial Owners) of such event and shall request that it be informed
of any change in the identity of the related Beneficial Owner from time to time.


(g)           
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the
Depositor and the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with respect
to the identity of the Certificateholders of the Controlling Class and the Controlling Class Representative.


(h)           
Notwithstanding anything to the contrary contained herein at any time when the Class F Certificates is the Controlling
Class, the Holder of more than 50% of the Controlling Class Certificates (by Certificate Principal Balance) may waive its
right to act as or appoint a Controlling Class Representative and to exercise any of the rights of the Controlling Class Representative
or cause the exercise of any of the rights of the Controlling Class Representative set forth in this Agreement, by irrevocable
written notice delivered to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating
Advisor (any such Holder or group of affiliated Holders that makes such an election, the






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“Opting-Out Party”).
Any such waiver shall remain effective, and a Control Termination Event and a Consultation Termination Event shall be deemed to
exist, with respect to such Holder and such Class until such time as the Opting-Out Party has (i) sold a majority of the Class F
Certificates (by outstanding Certificate Principal Balance) to an unaffiliated third party and (ii) certified to the Depositor,
Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor that (a) the Opting-Out Party
retains no direct or indirect voting rights with respect to the Class F Certificates that it does not own, (b) there
is no voting agreement between the Opting-Out Party and the transferee and (c) the Opting-Out Party retains no direct or indirect
economic interest in the Class F Certificates (such sale and certification, a “Class F Transfer”).
Following any such Class F Transfer, the successor holder of more than 50% of the Class F Certificates (by outstanding
Certificate Principal Balance), if the Class F Certificates are the Controlling Class Certificates, shall again have the rights
of the Controlling Class Representative as set forth herein (including the rights to appoint a Controlling Class Representative
or cause the exercise of the rights of the Controlling Class Representative) without regard to any prior waiver by the predecessor
Certificateholder. Such successor Certificateholder shall also have the right as provided in this Section 6.09(h) to irrevocably
waive its right to act as or appoint a Controlling Class Representative and to exercise any of the rights of the Controlling Class
Representative or to cause the exercise of any of the rights of the Controlling Class Representative as set forth in this Agreement.
No such successor Certificateholder described above in this paragraph shall have any consent rights with respect to any Mortgage
Loan that became a Specially Serviced Loan prior to the Class F Transfer and had not also become a Corrected Mortgage Loan
prior to such Class F Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.


ARTICLE
VII


DEFAULT


Section 7.01     
Servicer Termination Events.


(a)           
“Servicer Termination Event,” wherever used herein, means any one of the following events:


(i)           
(A) any failure by the Master Servicer to make any deposit or payment required to be made by the Master Servicer to
the Collection Account or any Serviced Whole Loan Custodial Account or make a required remittance to any Serviced Companion Loan
Holder on the day and by the time such deposit or remittance is 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 any REO Account within two (2) Business Days after such deposit is required
to be made, or to remit to the Master Servicer for deposit into the Collection Account, or any Serviced Whole Loan Custodial Account,
as applicable, any amount required to be so deposited or remitted by






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the Special Servicer pursuant to, and within one (1) Business
Day after the time specified by, the terms of this Agreement; or


(iii)          
any failure on the part of the Master Servicer or the Special Servicer, as applicable, duly to observe or perform in any
material respect any of its other covenants or obligations contained in this Agreement which failure continues unremedied for a
period of 30 days (10 days in the case of the Master Servicer’s failure to make a Property Advance or 20 days
in the case of a failure to pay the premium for any insurance policy required to be maintained under this Agreement 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 the date on which written notice of such failure, requiring the
same to be remedied, shall have 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 such Class, not less than 25% of the Voting Rights allocable to such
Class or, if affected thereby, by a Serviced Companion Loan Holder; provided, however, that if any such failure is
capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing such cure, the 30-day
cure period will be extended an additional 60 days; provided that the Master Servicer, or 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


(iv)          
any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this
Agreement, which materially and adversely affects the interests of any Class of Certificateholders or any Serviced Companion Loan
Holder, as applicable, and which continues unremedied for a period of 30 days after the date on which notice of such breach,
requiring the same to be remedied, has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor,
the Certificate Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator
and the Trustee by the Holders of Certificates entitled to not less than 25% of the Voting Rights or, if affected thereby, by a
Serviced Companion Loan Holder; provided, however, that if such breach is capable of being cured and the Master Servicer
or Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days;
provided that the Master Servicer, or 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






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Special Servicer, as applicable, and such decree or order shall have remained in force undischarged, undismissed or unstayed
for a period of 60 days; or


(vi)          
the Master Servicer or the Special Servicer, as applicable, 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, as applicable, shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make
an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in
furtherance of the foregoing; or


(viii)        
either Moody’s or KBRA has (i) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of
Certificates or one or more classes of Serviced Companion Loan Securities, or (ii) 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 (i) or (ii), 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, withdrawal
or “watch status” placement has not been withdrawn by such Rating Agency, within 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
servicer rating of at least “CMS3” from Fitch and that rating is not reinstated within 60 days or, with respect
to any Special Servicer, 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 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 special servicer, as applicable, and the Master Servicer or the Special Servicer, as applicable, is not
reinstated to that ranking within 60 days (provided that if Morningstar has not issued a ranking with respect to such Master
Servicer or Special Servicer, as applicable, then the following shall constitute a Servicer Termination Event: such Master Servicer
or Special Servicer, as applicable, was 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 (or, in the
case of the initial Master Servicer or the initial Special Servicer, as applicable, prior to the Closing Date), and 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






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rating downgrade or withdrawal and, in the case of either clauses (i) or (ii),
publicly citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or 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 after the Closing Date (but excluding any Sub-Servicer set forth on Exhibit S), shall
fail to deliver during any period in which the Trust or the Other Securitization Trust is subject to the reporting requirements
of the Exchange Act the items required to be delivered by this Agreement by the time required under Article X after any
applicable grace periods (any primary servicer or Sub-Servicer that defaults in accordance with this Section 7.01(a)(xi)
shall be terminated at the direction of the Depositor);


then, and in each and every such case,
so long as a Servicer Termination Event is continuing and shall not have been remedied, either (i) the Trustee may or (ii) upon
the written direction of the Holders of Certificates evidencing at least 25% of the aggregate Voting Rights of all Certificates
(or, solely in the case of the related Serviced Whole Loan, at the direction of an affected Serviced Companion Loan Holder) to
the Trustee, then the Trustee shall terminate the Master Servicer or the Special Servicer, as applicable. Notwithstanding anything
to the contrary, it shall not be a Servicer Termination Event with respect to the pool of Mortgage Loans under clauses (i),
(ii), (iii), (iv), (viii), (ix), (x) or (xi) above if the failure, default or
event only has an adverse effect on a Serviced Companion Loan, a Serviced Companion Loan Holder or a rating on any Serviced Companion
Loan Securities, but shall be a Servicer Termination Event with respect to the related Serviced Companion Loan and any related
Serviced Companion Loan Holder shall: (i) in the case of any such failure, default or event on the part of the Master Servicer,
have the remedies set forth in Section 7.01(d) with respect to the Servicer Termination Event with respect to the related
Serviced Companion Loan; and (ii) with respect to any such failure, default or event on the part of the Special Servicer, be able
to require termination of the Special Servicer with respect to, but only with respect to, the related Serviced Whole Loan.


In the event that
the Master Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01,
the Master Servicer shall also be terminated as Special Servicer.


(b)          
If the Master Servicer receives notice of termination under Section 7.01(c) solely due to a Servicer Termination
Event under Section 7.01(a)(viii), Section 7.01(a)(ix) or Section 7.01(a)(x) and if the Master Servicer to
be terminated pursuant to Section 7.01(c) provides the Trustee with the appropriate “request for proposal” materials
within five (5) Business Days following such termination notice, then the Master Servicer shall continue to service as Master
Servicer hereunder until a successor Master Servicer is selected in accordance with this Section 7.01(b). Upon receipt of
the “request for proposal” materials, Trustee shall promptly thereafter (using such “request for proposal”
materials provided by the Master Servicer pursuant to Section 7.01(c)) solicit good faith bids for the rights to service
the Mortgage Loans and the Serviced Whole Loans under this Agreement from at least three (3) Persons qualified to act as a
successor Master Servicer hereunder in accordance with Section 6.02 (any such Person


 



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so qualified,
a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located, then from as many persons as
the Trustee can determine are Qualified Bidders; provided that the Master Servicer shall supply the Trustee with the names of
Persons from whom to solicit such bids; and provided, further, that the Trustee shall not be responsible if less than three (3) or
no Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement. The offer proposal shall require
any Successful Bidder (as defined below), as a condition of such offer, to enter into this Agreement as successor Master Servicer,
and to agree to be bound by the terms hereof, within 45 days after the notice of termination of the Master Servicer. The Trustee
shall select the Qualified Bidder with the highest cash offer (the “Successful Bidder”) to act as successor Master
Servicer hereunder; provided, however, that if the Trustee does not receive a Rating Agency Confirmation from each
Rating Agency within 10 days after the selection of such Successful Bidder, then the Trustee shall repeat the offer process described
above (but subject to the above-described 45-day time period) until such confirmation is obtained. The Trustee shall request
the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof no later than 45
days after notice of the termination of the Master Servicer.


Upon the assignment
and acceptance of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement) to and
by the Successful Bidder, the Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant to Section
7.01(c) of this Agreement, the amount of such cash offer received from the Successful Bidder (net of “out-of-pocket”
expenses incurred in connection with obtaining such offer and transferring servicing).


The Master Servicer
to be terminated pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket expenses
incurred in connection with the attempt to sell its rights to service the Mortgage Loans and the Serviced Whole Loans, which expenses
are not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.


If the Successful
Bidder has not entered into this Agreement as successor Master Servicer within the above-described time period or no Successful
Bidder was identified within the above-described time period, the Master Servicer to be terminated pursuant to Section 7.01(c)
shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection with
such offer process and the Trustee shall have no further obligations under this Section 7.01(b). The Trustee thereafter
may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.


(c)           
In the event that the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee
shall, by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”),
terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced Whole Loans and
the proceeds thereof, other than any rights the Master Servicer or Special Servicer may have hereunder as a Certificateholder and
any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued
or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such amounts
bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the
benefits of Section 6.03 and subsection (b) above






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notwithstanding any such termination). On or after the receipt
by the Terminated Party of such written notice, all of its authority and power under this Agreement, whether with respect to the
Certificates (except that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that
it is a Certificateholder) or the Mortgage Loans and Serviced Whole Loans or otherwise, shall pass to and be vested in the Trustee
pursuant to and under this Section and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the Terminated 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 Serviced Whole Loans and related documents,
or otherwise. The Master Servicer and the Special Servicer each agrees that, in the event it is terminated pursuant to this Section
7.01, to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense,
the Trustee (or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or the
successor Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this Agreement)
with all documents and records requested by the Trustee (or the successor Master Servicer selected by the Trustee pursuant to Section
7.01(b) of this Agreement or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant
to Section 7.02 of this Agreement) to enable the Trustee or other successor to its responsibilities hereunder to assume
its functions hereunder, and to cooperate with the Trustee and the successor to its responsibilities hereunder in effecting the
termination of its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Master Servicer
or successor Special Servicer or the Trustee, as applicable, for administration by it of all cash amounts which shall at the time
be or should have been credited by the Master Servicer or the Special Servicer to the Collection Account, any Serviced Whole Loan
Custodial Account, any REO Account or Lockbox Account shall thereafter be received with respect to the Mortgage Loans and Serviced
Whole Loans, and shall promptly provide the Trustee or such successor Master Servicer or Special Servicer (which may include the
Trustee), as applicable, all documents and records reasonably requested by it, such documents and records to be provided in such
form as the Trustee or such successor Master Servicer or Special Servicer shall reasonably request (including electromagnetic form),
to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder. All reasonable costs and expenses
actually incurred by the Trustee, the Certificate Administrator or the successor Master Servicer or successor Special Servicer
in connection with transferring Mortgage Files, Servicing Files and related information, records and reports to the successor Master
Servicer or Special Servicer and amending this Agreement to reflect (as well as providing appropriate notices to Mortgagors, ground
lessors, insurers and other applicable third parties regarding) such succession as successor Master Servicer or successor Special
Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master Servicer or the Special Servicer, as applicable,
upon presentation of reasonable documentation of such costs and expenses. If the predecessor Master Servicer or Special Servicer
(as the case may be) has not reimbursed the Trustee, the Certificate Administrator or the successor Master Servicer or Special
Servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed
by the Trust Fund; provided that the Terminated Party shall not thereby be relieved of its liability for such expenses.






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(d)          
Notwithstanding Section 7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the part of
the Master Servicer affects a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a Class of the
related Serviced Companion Loan Securities, and the Master Servicer is not otherwise terminated in accordance with Section 7.01(c),
or (2) a Servicer Termination Event on the part of the Master Servicer affects only a Serviced Companion Loan, the related Serviced
Companion Loan Holder or the rating on a Class of Serviced Companion Loan Securities, then the Master Servicer may not be terminated
in accordance with Section 7.01(c), but, upon the written direction of the Serviced Companion Loan Holder, the Master Servicer
will be required to appoint, within 30 days of such direction, a sub-servicer (or, if any Serviced Whole Loan is currently being
sub-serviced, to replace, within 30 days of the Trustee’s request, the then-current sub-servicer with a new sub-servicer).
In connection with the Master Servicer’s appointment of any sub-servicer at the direction of a Companion Loan Holder in accordance
with this Section 7.01(d), the Master Servicer shall obtain at its own expense a Companion Loan Rating Agency Confirmation
from each Companion Loan Rating Agency, which shall be delivered and addressed to the related Companion Loan Holder and to the
Trustee. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master Servicer at the direction
of a Companion Loan Holder in accordance with this Section 7.01(d) shall be responsible for all duties, and shall be entitled
to all compensation (other than the Excess Servicing Fee Right), of the Master Servicer under this Agreement with respect to the
related Serviced Whole Loan, except that the Master Servicer shall be entitled to retain a portion of the Servicing Fee for the
Mortgage Loan that is part of the related Serviced Whole Loan calculated at 0.0% per annum with respect to such Mortgage
Loan (and any related REO Mortgage Loan). Such sub-servicing agreement (a) may be terminated without cause and without payment
of any fee and (b) shall also provide that such sub-servicer shall agree to become the master servicer under a separate servicing
agreement for the applicable Serviced Whole Loan in the event that any Serviced Whole Loan is no longer to be serviced and administered
hereunder, which separate servicing agreement shall contain servicing and administration, limitation of liability, indemnification
and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact
that the applicable Serviced Whole Loan and the related Mortgaged Properties shall be the sole assets serviced and administered
thereunder and the sole source of funds thereunder. If any sub-servicer appointed by the Master Servicer at the direction of a
Companion Loan Holder in accordance with this Section 7.01(d) shall at any time resign or be terminated, the Master Servicer
shall be required to promptly appoint a substitute sub-servicer and obtain a Rating Agency Confirmation. In the event a successor
Master Servicer is acting hereunder and that successor Master Servicer desires to terminate the sub-servicer appointed under this
Section 7.01(d), the terminated Master Servicer that was responsible for the Servicer Termination Event that led to the
appointment of such sub-servicer shall be responsible for all costs incurred in connection with such termination, including the
payment of any termination fee.


(e)           
If the Trustee, the Certificate Administrator or the Master Servicer has received notice from Moody’s, Fitch, KBRA
or Morningstar that the Master Servicer no longer is an approved master servicer then such party shall promptly notify the others
and the Special Servicer, and the Certificate Administrator shall notify the related Companion Loan Holder of the same.






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Section 7.02     
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer receives
a notice of termination pursuant to Section 7.01, the Trustee shall, subject to the following provisions of this Section 7.02,
be its successor in all respects in its capacity as Master Servicer or Special Servicer under this Agreement and the transactions
set forth or provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations
on liability and liabilities relating thereto and arising thereafter placed on the Master Servicer or Special Servicer by the terms
and provisions hereof; provided, however, that (i) the Trustee shall have no responsibilities, duties, liabilities
or obligations with respect to any act or omission of the Master Servicer or Special Servicer and (ii) any failure to perform,
or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in
providing, records, tapes, disks, information or moneys shall not be considered a default by such successor hereunder. The Trustee,
as successor Master Servicer or successor Special Servicer, shall be indemnified to the full extent provided the Master Servicer
or Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special Servicer’s termination.
The appointment of a successor Master Servicer or successor Special Servicer shall not affect any liability of the predecessor
Master Servicer or Special Servicer which may have arisen prior to its termination as Master Servicer or Special Servicer. The
Trustee shall not be liable for any of the liabilities, representations and warranties of the Master Servicer or Special Servicer
herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor Special
Servicer or for any losses incurred in respect of any Permitted Investment by the Master Servicer pursuant to Section 3.07
of this Agreement nor shall the Trustee be required to purchase any Mortgage Loan or Serviced Whole Loan hereunder. As compensation
therefor, the Trustee (or any other successor Master Servicer or Special Servicer assuming the obligations of the Master Servicer
or the Special Servicer, as applicable) as successor Master Servicer or successor Special Servicer shall be entitled to the Servicing
Fee or Special Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans and any related Serviced Companion
Loans that accrue after the date of the Trustee’s succession to which the Master Servicer or Special Servicer would have
been entitled if the Master Servicer or Special Servicer, as applicable, had continued to act hereunder. In the event any Advances
made by the Master Servicer and the Trustee shall at any time be outstanding, or any amounts of interest thereon shall be accrued
and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely to the Advances made by the
Trustee (and the accrued and unpaid interest thereon), until such Advances and interest shall have been repaid in full. Notwithstanding
the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, or if the Holders of Certificates
entitled to at least 25% of the aggregate Voting Rights so request in writing to the Trustee, or if the Rating Agencies do not
provide Rating Agency Confirmations with respect to the Trustee so acting, promptly appoint, or petition a court of competent jurisdiction
to appoint, an established mortgage loan servicing institution for which a Rating Agency Confirmation from each Rating Agency has
been obtained (at the expense of the terminated Master Servicer or Special Servicer, as applicable, or, if the expense is not so
recovered, at the expense of the Trust Fund), as the successor to the Master Servicer or 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; provided that, for so long as no Control Termination Event has occurred or is continuing the Controlling Class
Representative shall have the right to approve any such successor Special Servicer. No appointment of a successor to the Master
Servicer or Special






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Servicer hereunder shall be effective until the assumption by such successor of all the Master Servicer’s
or Special Servicer’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the Master
Servicer (or the Special Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall
be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. Pending the appointment of
a successor to the Special Servicer, unless the Master Servicer is also the Special Servicer, the Master Servicer shall act in
such capacity. In connection with such appointment and assumption described herein, the Trustee may make such arrangements for
the compensation of such successor out of payments on Mortgage Loans and Companion Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess of that permitted the Terminated Party hereunder;
provided, further, that if no successor to the Terminated Party can be obtained to perform the obligations of such
Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted the
Terminated Party shall be treated as Realized Losses; provided, further, that, for so long as no Consultation Termination
Event has occurred and is continuing, the Trustee shall consult with the Controlling Class Representative prior to the appointment
of a successor to the Terminated Party at such amounts in excess of that permitted the Terminated Party. The Depositor, the Trustee,
the Master Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.


If the Trustee or
an Affiliate acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce the Excess
Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would
otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the terminated Master
Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to
the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master
Servicer that meets the requirements of this Section 7.02.


Notwithstanding anything
to the contrary contained herein, if and for so long as the related Subordinate Companion Loan Holder is the Whole Loan Directing
Holder for the AB Whole Loan or any related REO Property, any successor special servicer with respect to such AB Whole Loan or
related REO Property appointed or otherwise designated pursuant to this Section 7.02 shall be subject to the approval of
the related Whole Loan Directing Holder as required under the related Co-Lender Agreement. The appointment of any successor special
servicer with respect to the WPC Department Store Portfolio Whole Loan (prior to the WPC Department Store Portfolio Companion Loan
Securitization Date) is subject to the consent of the WPC Department Store Portfolio Directing Holder.


Section 7.03     
Notification to Certificateholders.


(a)           
Upon any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special
Servicer, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, to the Companion Loan Holders and electronically, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 11.13 of this Agreement, to the Rule 17g-5 Information Provider.






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(b)          
Within 30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which
a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail
to all Holders of Certificates, any affected Companion Loan Holder (to the extent the Certificate Administrator has received the
notice information for such Companion Loan Holder after a request therefor) and electronically, for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 11.13 of this Agreement, to the Rule 17g-5 Information Provider
notice of such Servicer Termination Event or Operating Advisor Termination Event, unless such Servicer Termination Event or Operating
Advisor Termination Event shall have been cured or waived.


Section 7.04     
Other Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as such Servicer Termination
Event shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the right,
in its own name as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to
enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders and
the Companion Loan Holders (including the institution and prosecution of all judicial, administrative and other proceedings and
the filing of proofs of claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such action
and any liability resulting therefrom shall be expenses, costs and liabilities of the defaulting Master Servicer or Special Servicer,
as applicable. If the Master Servicer or Special Servicer, as applicable, fails to remedy, after the presentation of reasonable
documentation, the Trustee shall be entitled to be reimbursed for such expenses, costs and liability from the Collection Account
or the Serviced Whole Loan Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A of
this Agreement; provided that the Master Servicer or the Special Servicer, as applicable, shall not be relieved of such
liability for such expenses, costs and liabilities. Except as otherwise expressly provided in this Agreement, no remedy provided
for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed
to be a waiver of any Servicer Termination Event of the Master Servicer or the Special Servicer.


Section 7.05    
Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of
Certificates evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates (and, if such Servicer Termination
Event is on the part of a Special Servicer, with respect to a Serviced Whole Loan only, by each affected Serviced Companion Loan
Holder) may, on behalf of all Holders of Certificates, waive any Servicer Termination Event on the part of the Master Servicer,
Special Servicer or any Operating Advisor Termination Event on the part of the Operating Advisor in the performance of its obligations
hereunder and its consequences, except a Servicer Termination Event in connection with making any required deposits (including,
with respect to the Master Servicer, P&I Advances) to or payments from the Collection Account, a Serviced Whole Loan Custodial
Account or the Lower-Tier Distribution Account or in remitting payments as received, in each case in accordance with this Agreement.
Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event or Operating Advisor
Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall
extend to any subsequent or other default or impair any right






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consequent thereon. Any costs and expenses incurred by the Certificate
Administrator in connection with such default and prior to such waiver shall be reimbursed by the Master Servicer, the Special
Servicer or the Operating Advisor, as applicable, promptly upon demand therefor and if not reimbursed to the Certificate Administrator
within 90 days of such demand, from the Trust Fund; provided that the Trust Fund shall be reimbursed by the Master
Servicer, the Special Servicer or the Operating Advisor, as applicable, to the extent such amounts are reimbursed to the Certificate
Administrator from the Trust Fund. Notwithstanding the foregoing, (a) a Servicer Termination Event under any of Section
7.01(a)(i) and Section 7.01(a)(ii) of this Agreement may be waived only with the consent of all of the Certificateholders
of the affected Classes, and (b) a Servicer Termination Event under Section 7.01(a)(xi) of this Agreement may be waived
only with the consent of the Depositor, together with (in the case of each of clauses (a) and (b)) the consent
of each Serviced Companion Loan Holder, if any, that is affected by such Servicer Termination Event.


The foregoing paragraph
notwithstanding, if the Holders representing at least the requisite percentage of the Voting Rights allocated to each affected
Class of Certificates desire to waive a Servicer Termination Event by the Master Servicer, but a Companion Loan Holder related
to a Serviced Whole Loan (if adversely affected thereby) does not wish to waive that Servicer Termination Event, then those Certificateholders
may still waive that Servicer Termination Event, and the applicable Companion Loan Holder will be entitled to request that the
Master Servicer appoint, within 60 days of the applicable Companion Loan Holder’s request, a sub-servicer (or, if the applicable
Serviced Whole Loan is currently being subserviced, to replace, within 60 days of the applicable Companion Loan Holder’s
request, the then-current sub-servicer with a new sub-servicer) with respect to the applicable Serviced Whole Loan. In connection
with the Master Servicer’s appointment of a sub-servicer at the request of a Companion Loan Holder in accordance with this
Section 7.05, the Master Servicer shall obtain a Rating Agency Confirmation from each Rating Agency at the expense of the
Companion Loan Holder. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master Servicer
at the request of a Companion Loan Holder in accordance with this Section 7.05 shall be responsible for all duties, and
shall be entitled to all compensation (other than the Excess Servicing Fee Right), of the Master Servicer under this Agreement
with respect to the applicable Serviced Whole Loan, except that the Master Servicer shall be entitled to retain a portion of the
master servicing fee for the related Mortgage Loan calculated at 0.0% per annum. Such Sub-Servicing Agreement (a) may be
terminated without cause and without the payment of any fee and (b) shall also provide that such sub-servicer shall become
the master servicer under a separate servicing agreement for the applicable Serviced Whole Loan in the event that any Serviced
Whole Loan is no longer to be serviced and administered hereunder, which separate servicing agreement shall contain servicing and
administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding
provisions of this Agreement, except for the fact that the applicable Serviced Whole Loan and the related Mortgaged Properties
shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. Such sub-servicer (a) may
be terminated without cause and without the payment of any fee and (b) shall meet the requirements of Section 3.01
of this Agreement. If any sub-servicer appointed by the Master Servicer at the request of a Companion Loan Holder in accordance
with this Section 7.05 shall at any time resign or be terminated, the Master Servicer shall be required to promptly appoint
a substitute sub-servicer with respect to which a Rating Agency Confirmation, which shall be delivered and addressed to the related






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Companion Loan Holder and to the Trustee, has been obtained at the expense of the applicable resigning or terminated sub-servicer
(and any applicable Sub-Servicing Agreement shall so provide), and if the resigning or terminated sub-servicer fails to cover such
expense, the Master Servicer shall do so. In the event a successor Master Servicer is acting hereunder and that successor Master
Servicer desires to terminate the sub-servicer appointed under this Section 7.05, the terminated Master Servicer that was
responsible for the Servicer Termination Event that led to the appointment of such sub-servicer shall be responsible for all costs
incurred in connection with such termination, including the payment of any termination fee.


Section 7.06     
Termination of the Operating Advisor.


(a)           
An “Operating Advisor 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 Operating Advisor to observe or perform in any material respect any of its covenants or agreements or
the material breach 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 shall have been given to the Operating Advisor by the Trustee
or to the Operating Advisor and the Trustee by the Holders of Certificates having greater than 25% of the aggregate Voting Rights
of all then-outstanding Certificates; provided, however, that with respect to any such failure which is not curable
within such 30-day period, the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure so
long as it has commenced to cure such failure with the initial 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;


(ii)           
any failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure shall continue
unremedied for a period of 30 days;


(iii)          
any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a
period of 30 days;


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


(v)           
the Operating Advisor 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






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relating
to the Operating Advisor or of or relating to all or substantially all of its property; or


(vi)         
the Operating Advisor 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 of notice of the occurrence of any Operating Advisor Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders electronically by posting such notice on its internet website and
by mail, unless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor Termination
Event shall occur then, and in each and every such case, so long as such Operating Advisor 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 of each Class of Non-Reduced Certificates, the Trustee shall, terminate all of the rights and obligations
of the Operating Advisor under this Agreement, (other than any rights or obligations that accrued prior to such termination, including
accrued and unpaid compensation, and indemnification rights arising out of events occurring prior to such termination), by notice
in writing to the Operating Advisor. Notwithstanding anything herein to the contrary, the Depositor shall have the right, but not
the obligation, to notify the Certificate Administrator and the Trustee of any Operating Advisor Termination Event of which the
Depositor becomes aware.


(b)          
Upon (i) the written direction of holders of Certificates evidencing not less than 15% of the Voting Rights of the
Non-Reduced Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor operating advisor
that is an Eligible Operating Advisor 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 Operating Advisor and to all Certificateholders by (i) posting such notice
on its internet website, and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate
Register and to the Operating Advisor. Upon the written direction of holders of Certificates evidencing more than 50% of the Voting
Rights of the Non-Reduced Certificates that exercise their right to vote (provided that Holders of at least 50% of the Voting
Rights of the Non-Reduced Certificates exercise their right to vote), the Trustee shall terminate all of the rights and obligations
of the Operating Advisor under this Agreement (other than any rights or obligations that accrued prior to such termination, including
accrued and unpaid compensation, and indemnification rights arising out of events that occurred prior to such termination) by written
notice to the Operating Advisor, and the proposed successor operating advisor shall be appointed. The provisions set forth in the
foregoing sentences of this Section 7.06(b) shall be binding upon and inure to the benefit of solely the Certificateholders
and the Trustee as between each other. The Operating Advisor shall not have any cause of action based upon or arising from any
breach or alleged breach of such provisions. As between the Operating Advisor, 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 Operating Advisor. The Certificate Administrator shall include on each Distribution Date Statement a statement that






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each
Certificateholder and Beneficial Owner may access such notices on the Certificate Administrator’s Website and each Certificateholder
and Beneficial Owner may register to receive e-mail notifications when such notices are posted on the Certificate Administrator’s
Website; provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders
for the reasonable expenses of posting such notices.


(c)           
On or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of
its authority and power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor 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 Operating Advisor resigns pursuant to Section 6.04 of this Agreement (excluding any resignation under the circumstances
contemplated in Section 6.04(b) where no successor Operating Advisor is required to be appointed) or (2) the Trustee delivers
such written notice of termination to the Operating Advisor, the Trustee shall appoint a successor Operating Advisor that is an
Eligible Operating Advisor, which successor Operating Advisor may be an Affiliate of the Trustee and shall be the proposed Operating
Advisor in the case of a termination pursuant to Section 7.06(b) of this Agreement; provided, however, that
if the Trustee is the successor Master Servicer or successor Special Servicer, neither the Trustee nor any of its Affiliates shall
be the successor Operating Advisor. The Trustee shall provide written notice of the appointment of a successor Operating Advisor
to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Controlling Class Representative
and each Certificateholder within one Business Day of such appointment. Except as contemplated by Section 7.06(b) of this
Agreement, the appointment of a successor Operating Advisor shall not be subject to the vote, consent or approval of the holder
of any Class of Certificates.


The Operating Advisor
shall not at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate of any of them. If
any of such entities becomes the Operating Advisor, including by means of an Affiliation arising after the date hereof, the Operating
Advisor shall immediately resign or cause an assignment under Section 6.04 of this Agreement and the Trustee shall appoint
a successor Operating Advisor subject to and in accordance with this Section 7.06(c), which successor Operating Advisor
may be an Affiliate of the Trustee. 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. In the
event the Operating Advisor is either (i) required to resign due to the Depositor, the Master Servicer, the Special Servicer,
the Controlling Class Representative, the Charles River Plaza North Directing Holder, the WPC Department Store Portfolio Directing
Holder, a Sponsor or an Affiliate thereof becoming the Operating Advisor or (ii) terminated pursuant to this Section 7.06,
then, unless and until a replacement Operating Advisor is appointed, no party shall act as the Operating Advisor and the provisions
in this Agreement relating to consultation with respect to the Operating Advisor shall not be applicable until a replacement Operating
Advisor is appointed hereunder.


(d)          
Upon any resignation or termination of the Operating Advisor and, if applicable, appointment of a successor to the Operating
Advisor, the Trustee shall, as soon as possible, give written notice thereof to the Rating Agencies, the Special Servicer, the
Master






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Servicer, the Certificate Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders),
the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement,
the Rule 17g-5 Information Provider. In the event that the Operating Advisor resigns or is terminated, all of its rights and
obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to such resignation or
termination, including accrued and unpaid compensation, and indemnification rights arising out of events occurring prior to such
resignation or termination).


(e)           
Notwithstanding the foregoing, the Operating Advisor may resign from its obligations and duties under this Agreement, without
payment of any penalty, at any time (a) the aggregate Certificate Principal Balances of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates have been reduced to zero, or (b) the aggregate
Stated Principal Balance of the Mortgage Loans in the Trust is equal to or less than 1% of the aggregate Cut-off Date Principal
Balance of the Mortgage Loans; provided that no successor operating advisor shall be required to be appointed in connection with,
or as a condition to, such resignation.


ARTICLE
VIII



CONCERNING THE TRUSTEE and The Certificate Administrator


Section 8.01     
Duties of the Trustee and the Certificate Administrator.


(a)           
The Trustee, prior to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual
knowledge and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed
as a duty. During the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge,
the Trustee, subject to the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise such of
the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person’s own affairs. The Certificate Administrator
undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive
right of the Certificate Administrator shall be construed as a duty.


(b)           
Each of the Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, which
are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether
they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided,
however, that neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of
any such resolution, certificate, statement, opinion, report, document, order or other instrument provided to it hereunder if accepted
in good faith. If any such instrument is found not to conform on its face to the


 



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requirements
of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, shall request a corrected
instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable,
reasonable satisfaction, the Certificate Administrator (if the Certificate Administrator requested the corrected instrument or
upon direction from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders.


(c)           
Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or
“control” persons within the meaning of the Securities Act shall have any liability arising out of or in connection
with this Agreement, provided that, subject to Section 8.02 of this Agreement, no provision of this Agreement shall
be construed to relieve the Trustee or the Certificate Administrator, as applicable, or any such person, from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or its own bad faith; and provided,
further, that:


(i)            
Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer
of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred,
the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee
nor the Certificate Administrator shall 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 or the Certificate
Administrator and, in the absence of bad faith on the part of the Trustee or the Certificate Administrator, the Trustee or the
Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any resolutions, certificates, statements, reports, opinions, documents, orders or other instruments furnished
to the Trustee or the Certificate Administrator, as applicable, that conform on their face to the requirements of this Agreement
without responsibility for investigating the contents thereof;


(ii)           
Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith
by a Responsible Officer or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator,
as applicable, was negligent in ascertaining the pertinent facts;


(iii)          
Neither the Trustee nor the Certificate Administrator shall be personally 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
50% of the Percentage Interests (or such other percentage as is specified herein) 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, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate
Administrator, as applicable, under this Agreement;


(iv)          
Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or
control persons shall be responsible






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for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not
the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other
than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other
agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor or any other third
Person, including, without limitation, in connection with actions taken pursuant to this Agreement;


(v)           
Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any
legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable,
in related with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs
of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably
assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the
Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence
in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard
of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as
a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties
contained in Section 2.07 or Section 2.08 herein; provided, however, that the Trustee or the Certificate
Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary
or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders
hereunder; and


(vi)         
Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach
of any Person upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to act,
unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure.
Each of the Trustee and the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s or
the Special Servicer’s failure to provide scheduled reports, certificates and statements when and as required to be delivered
to the Trustee or the Certificate Administrator, as applicable, pursuant to this Agreement.


None of the provisions
contained in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee or the Certificate
Administrator, as applicable, to expend or risk its own funds, or otherwise incur financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the Trustee or the Certificate
Administrator, as applicable, the repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate
Administrator, as applicable, to perform, or, with respect to the Trustee, be responsible for the manner of performance of, any
of the obligations of the Master Servicer, the Special Servicer or the Operating Advisor under this Agreement, except, with respect
to the






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Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers
and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Neither the Trustee
nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of
its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be liable for any loss on
any investment of funds pursuant to this Agreement (other than any funds invested with it in its commercial capacity or at its
discretion).


(d)           
The Operating Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time request from the Certificate
Administrator written confirmation of whether a Consultation Termination Event or a Control Termination Event occurred during the
previous calendar year and the Certificate Administrator shall deliver such confirmation, based on information in its possession,
to the requesting party within 15 days of such request. Further, based on information in its possession, the Certificate Administrator
shall notify the Operating Advisor, the Master Servicer and the Special Servicer, without any request for such notice from the
Operating Advisor, the Master Servicer or the Special Servicer, within 10 days of the commencement or cessation of any Consultation
Termination Event or Control Termination Event.


Section 8.02     
Certain Matters Affecting the Trustee and the Certificate Administrator.


(a)            
Except as otherwise provided in Section 8.01 of this Agreement:


(i)            
Each of the Trustee and the Certificate Administrator may request and/or 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 and neither the Trustee nor the Certificate Administrator shall
have any responsibility to ascertain or confirm the genuineness of any such party or parties;


(ii)           
Each of the Trustee and the Certificate Administrator may consult with counsel and 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 with such Opinion of Counsel;


(iii)           
(A)          Neither the Trustee nor the Certificate Administrator shall be under any obligation 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;






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  (B)         
the right of the Trustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in
this Agreement shall not be construed as a duty, and neither the Trustee nor the Certificate Administrator shall be answerable
for other than its negligence or willful misconduct in the performance of any such act; and


  (C)         
provided that subject to the foregoing clause (A), nothing contained herein shall relieve the Trustee
of the obligations, upon the occurrence of a Servicer Termination Event (which has not been cured or waived) of which a Responsible
Officer of the Trustee has actual knowledge, 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 person would exercise or use under the circumstances in the conduct
of such person’s own affairs;


(iv)          
Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, Affiliates,
agents or “control” persons within the meaning of the Securities Act shall be personally liable for any action taken,
suffered or omitted by it in good faith and reasonably believed by the Trustee or the Certificate Administrator, as applicable,
to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


(v)           
Neither the Trustee nor the Certificate Administrator shall be bound to make any investigation of matters arising under
this Agreement or 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 at least 25% (or such other percentage as is specified herein) of the Percentage Interests of any affected Class; provided,
however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator, as applicable, of
the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee
or the Certificate Administrator, as applicable, not reasonably assured to the Trustee or the Certificate Administrator, as applicable,
by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, as applicable, may
require reasonable indemnity against such costs, expense, or liability as a condition to taking any such action. The reasonable
expense of every such investigation shall be paid by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
if a Servicer Termination Event or Operating Advisor Termination Event shall have occurred and be continuing relating to the Master
Servicer, the Special Servicer or the Operating Advisor, respectively and if such investigation results from such Servicer Termination
Event or Operating Advisor Termination Event, and otherwise by the Certificateholders requesting the investigation;


(vi)          
Each of the Trustee and 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 but shall not be relieved of its obligations hereunder; provided
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; and






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(vii)         
For purposes of this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice of an event
only when a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has received written notice or
obtains actual knowledge of such event.


(b)           
Following the Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by
any provision of this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator,
as applicable, shall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting
such contribution) to the effect that the inclusion of such assets in the Trust Fund will not cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust, at any time that any Certificates are outstanding
or subject either Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local
law or ordinances or cause the Grantor Trust to fail to qualify as a grantor trust.


(c)           
All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate
Administrator, as applicable, may be enforced by it without the possession of any of the Certificates, or the production thereof
at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought
in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.


Neither the Trustee
nor the Certificate Administrator shall have any duty to conduct any affirmative investigation as to the occurrence of any condition
requiring the repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility of any Mortgage Loan
for purposes of this Agreement.


(d)           
Neither the Trustee nor the Certificate Administrator shall be responsible for delays or failures in performance resulting
from acts beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots and acts of war).


(e)           
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”),
the Certificate Administrator or the Trustee, as applicable, is required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Certificate Administrator or the Trustee, as applicable,.
Accordingly, each of the parties agrees to provide to the Trustee, upon its request from time to time such identifying information
and documentation as may be available for such party in order to enable the Certificate Administrator and the Trustee to comply
with Applicable Laws.


(f)           
Each of the Certificate Administrator, Custodian, Rule 17g-5 Information Provider, Authenticating Agent, Paying Agent
and Certificate Registrar 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.






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Section 8.03     
Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans. The recitals
contained herein and in the Certificates shall not be taken as the statements of the Trustee, the Certificate Administrator, the
Master Servicer, the Special Servicer or the Operating Advisor, and the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer and the Operating Advisor assume no responsibility for their correctness. The Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer and the Operating Advisor make no representations or warranties as to the validity or
sufficiency of this Agreement, of the Certificates or any prospectus used to offer the Certificates for sale or the validity, enforceability
or sufficiency of any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall at any time
have any responsibility or liability for or with respect to the legality, validity and enforceability of any Mortgage, any Mortgage
Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect
to the sufficiency of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under this
Agreement. Without limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or responsible
for: the existence, condition and ownership of any Mortgaged Property; the existence of any hazard or other insurance thereon (other
than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this
Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or the enforceability thereof; the existence
of any Mortgage Loan or the contents of the related Mortgage File on any computer or other record thereof (other than if the Trustee
shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the
Trustee’s capacity as Master Servicer or Special Servicer); the validity of the assignment of any Mortgage Loan to the Trust
Fund or of any intervening assignment; the completeness of any Mortgage File (except for its review thereof pursuant to Section
2.02); the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of the Master
Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer
or Special Servicer); the compliance by the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor with
any warranty or representation made under this Agreement or in any related document or the accuracy of any such warranty or representation
prior to the Trustee’s receipt of notice or other discovery of any non-compliance therewith or any breach thereof; any investment
of moneys by or at the direction of the Master Servicer or any loss resulting therefrom (other than if the Trustee shall assume
the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s
capacity as Master Servicer or Special Servicer), it being understood that the Trustee shall remain responsible for any Trust Fund
property that it may hold in its individual capacity; the acts or omissions of any of the Depositor, the Master Servicer, the Special
Servicer or the Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer
pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or
any Sub-Servicer or any Mortgagor; any action of the Master Servicer, the Special Servicer or the Operating Advisor (other than
if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement,
in the Trustee’s capacity as Master Servicer or Special Servicer) or any Sub-Servicer taken in the name of the Trustee
except to the extent such action is taken at the express written direction of the Trustee; the failure of the Master Servicer or
the Special Servicer or any Sub-Servicer to act or perform any duties required of it on behalf of the Trust Fund or the Trustee
as applicable






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hereunder; or any action by or omission of the Trustee taken at the instruction of the Master Servicer or the Special
Servicer (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section
7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) unless the taking of such
action is not permitted by the express terms of this Agreement; provided, however, that the foregoing shall not relieve
the Trustee or the Certificate Administrator, as applicable, of its obligation to perform its duties as specifically set forth
in this Agreement. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the
Depositor of any of the Certificates or of the proceeds of the sale of such Certificates, or for the use or application of any
funds paid to the Depositor, the Master Servicer or the Special Servicer in respect of the assignment of the Mortgage Loans or
deposited in or withdrawn from the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account,
the Lockbox Account, the Escrow Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess
Interest Distribution Account or any other account maintained by or on behalf of the Master Servicer or the Special Servicer, other
than any funds held by the Trustee or the Certificate Administrator, as applicable. Neither the Trustee nor the Certificate Administrator
shall have responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect
or maintain the perfection of any security interest or lien granted to it hereunder (unless in the case of the Trustee, the Trustee
shall have become the successor Master Servicer) or to record this Agreement. In making any calculation hereunder which includes
as a component thereof the payment or distribution of interest for a stated period at a stated rate “to the extent permitted
by applicable law,” the Trustee or the Certificate Administrator, as applicable, shall assume that such payment is so permitted
unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge, or receives
an Opinion of Counsel (at the expense of the Person asserting the impermissibility) to the effect that such payment is not permitted
by applicable law.


Section 8.04     
Trustee and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any
agent of the Trustee or the Certificate Administrator, each, in its individual capacity or any other capacity, may become the owner
or pledgee of Certificates, and may deal with the Depositor and the Master Servicer in banking transactions, with the same rights
it would have if it were not Trustee, the Certificate Administrator or such agent, as the case may be.


Section 8.05     
Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification.


(a)           
As compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate
Administrator 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 Trustee/Certificate Administrator
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 Trustee/Certificate Administrator Fee. The Trustee/Certificate
Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. The Trustee/Certificate Administrator Fee (which
in each case shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall






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constitute the Trustee’s and the Certificate Administrator’s sole form of compensation for all services rendered by
each of 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 or the Certificate Administrator, as applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable
with respect to any Companion Loan. In the event that the Trustee assumes the servicing responsibilities of the Master Servicer
or the Special Servicer hereunder pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the
Special Servicer, the Trustee shall be entitled to the compensation to which the Master Servicer or the Special Servicer, as the
case may be, would have been entitled.


(b)           
Each of the Trustee and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for
all reasonable expenses, disbursements and, except for Advances otherwise reimbursable hereunder, advances incurred or made by
the Trustee or the Certificate Administrator, as applicable, pursuant to and in accordance with any of the provisions of this Agreement
(including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its
employ) to the extent such payments are “unanticipated expenses” as described in clause (d) below,
except any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct; provided,
however, that, subject to Section 8.01 and Section 8.02 of this Agreement, neither the Trustee nor the Certificate
Administrator shall refuse to perform any of its duties hereunder solely as a result of the failure to be paid the Trustee/Certificate
Administrator Fee or the Trustee’s expenses or the Certificate Administrator’s expenses, as applicable.


The Master Servicer
and the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket expenses incurred
or made by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer or the Special
Servicer, respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the
Special Servicer, in accordance with any of the provisions of this Agreement (and including the reasonable fees and expenses and
disbursements of its counsel and all other persons not regularly in its employ), except any such expenses as may arise from the
negligence or bad faith of the Trustee.


(c)            
Each of the Paying Agent, Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian,
the Trustee, the Depositor, the Master Servicer and the Special Servicer (each, an “Indemnifying Party”) shall
indemnify the Trust, the Trustee, the Certificate Administrator, the Certificate Registrar, the Custodian and their respective
Affiliates and each of the directors, officers, employees and agents of the Paying Agent, the Authenticating Agent, the Trust,
the Trustee, the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates (each, an
“Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party
or between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying Party’s respective
willful misconduct, bad faith, fraud and/or negligence in the performance of each of its respective duties hereunder or by reason
of






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negligent disregard of its respective obligations and duties hereunder. Each of the Paying Agent, the Authenticating Agent,
the Trustee, the Paying Agent, the Certificate Registrar, the Custodian and the Certificate Administrator shall indemnify each
of the Master Servicer and the Special Servicer and its Affiliates and each of the directors, officers, employees and agents of
each of the Master Servicer and the Special Servicer and its Affiliates (each, a “Servicer Indemnified Party”),
and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer Indemnified Party may sustain
in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the
Servicer Indemnified Party in any action or proceeding between the Trustee, the Paying Agent, Authenticating Agent, the Certificate
Registrar, the Custodian or the Certificate Administrator, as applicable, and the Servicer Indemnified Party or between the Servicer
Indemnified Party and any third party or otherwise) related to the Trustee’s, Authenticating Agent, the Paying Agent’s,
the Certificate Registrar’s, the Custodian’s or the Certificate Administrator’s respective willful misconduct,
bad faith, fraud and/or negligence in the performance of each of its respective duties hereunder or by reason of negligent disregard
of its respective obligations and duties hereunder. Each of the Authenticating Agent, the Paying Agent, the Certificate Registrar,
the Custodian, the Certificate Administrator and the Trustee shall indemnify the Depositor, any employee, director or officer of
the Depositor, and the Trust Fund and hold the Depositor, any employee, director or officer of the Depositor, and the Trust Fund
harmless against any loss, liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and
expenses) incurred by such parties (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance
of duties of the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator
or the Trustee, as the case may be, or by reason of negligent disregard of the Authenticating Agent, the Paying Agent’s,
the Certificate Registrar’s, the Custodian’s, the Certificate Administrator’s or the Trustee’s, as the
case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Authenticating Agent, the Paying Agent,
the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as the case may be, of any of its representations
or warranties contained herein.


(d)          
The Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees
and disbursements of counsel and of all persons not regularly in its employ incurred by the Indemnified Party in any action or
proceeding between the Trust Fund and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising
in respect of this Agreement or the Certificates, in each case to the extent and only to the extent, such payments are expressly
reimbursable under this Agreement, or are unanticipated expenses (as defined below), other than (i) those resulting from the
negligence, fraud, bad faith or willful misconduct, or negligent disregard of obligations and duties hereunder, of the Indemnified
Party and (ii) except to the extent such amounts are not paid pursuant to this Section 8.05, those as to which such
Indemnified Party is entitled to indemnification pursuant to Section 8.05(c). The term “unanticipated expenses”
shall include any fees, expenses and disbursements of the Trustee or the Certificate Administrator or any separate trustee or co-trustee
or certificate administrator appointed hereunder, only to the extent such fees, expenses and disbursements were not






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reasonably
anticipated as of the Closing Date, and the losses, liabilities, damages, claims or incremental expenses (including reasonable
attorneys’ fees) incurred or, except in the case of an Advance otherwise reimbursable hereunder, advanced by an Indemnified
Party in connection with (i) a default under any Mortgage Loan and (ii) any litigation arising out of this Agreement,
including, without limitation, under Section 2.03, Section 3.10, the third paragraph of Section 3.11, Section
4.05 and Section 7.01 of this Agreement. The right of reimbursement of the Indemnified Parties under this Section
8.05(d) shall be senior to the rights of all Certificateholders.


(e)           
Notwithstanding anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this
Agreement or the resignation or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights accrued
prior to such resignation or removal and (with respect to any acts or omissions during their respective tenures) the resignation,
removal or termination of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent, the Certificate
Registrar or the Custodian.


(f)           
This Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation,
expenses, disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law
or environmental matter.


Section 8.06     
Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate
Administrator hereunder shall at all times (i) be a corporation or association 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, (ii) have a combined capital and surplus of at least $50,000,000, (iii) (a) have a rating on its unsecured
long term debt of at least “A2” by Moody’s and, if rated by KBRA, an equivalent rating by KBRA , and (b) have
a rating on its unsecured short-term debt of at least “P-1” by Moody’s and, if rated by KBRA, a rating by KBRA
at least equivalent to “P-1” by Moody’s, or have such other rating(s) with respect to which the Rating Agencies
have provided a Rating Agency Confirmation, (iv) be subject to supervision or examination by federal or state authority, (v) not
be an Affiliate of the Master Servicer (except during any period when the Trustee has assumed the duties of the Master Servicer
pursuant to Section 7.02) and (vi) not be an entity that is a Prohibited Party. If a corporation or association publishes
reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority,
then for purposes of this Section the combined capital and surplus of such corporation 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 that the place of business from which
the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes
a tax on the Trust Fund or the net income of either Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC
Provisions) the Trustee or the Certificate Administrator, 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 from its own funds and continue as Trustee
or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does
not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in






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accordance
with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the
manner and with the effect specified in Section 8.07.


Section 8.07     
Resignation and Removal of the Trustee or the Certificate Administrator. Either the Trustee or 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, the Certificate Administrator (as applicable), the Trustee (as applicable), the Operating
Advisor, the Certificate Holders, the Companion Loan Holders and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider. Upon such notice of resignation,
the Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to
which the Rating Agencies have provided a Rating Agency Confirmation to the resigning Trustee or Certificate Administrator, as
applicable, and the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator,
as applicable, shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction
for the appointment of a successor Trustee or Certificate Administrator, as applicable. The Trustee or the Certificate Administrator,
as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with
its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee).


If at any time either
the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 11.06
and shall fail to resign after written request therefor by the Depositor or Master Servicer, or if at any time either the Trustee
or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of
the Trustee or the Certificate Administrator, as applicable, or of its property shall be appointed, or any public officer shall
take charge or control of the Trustee or the Certificate Administrator, as applicable, or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee or the Certificate Administrator, as
applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, which
shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and to the successor Trustee or Certificate
Administrator, as applicable. The Holders of Certificates entitled to more than 50% of the Voting Rights of all of the Certificates
may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator,
as applicable, by written instrument or instruments, in five originals, signed by such Holders or their attorneys-in-fact duly
authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Master Servicer,
one complete set to the Trustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate
Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or Certificate Administrator, as
applicable, so removed and one complete set to the successor Trustee or Certificate Administrator, as applicable, so appointed
and a copy thereof shall be delivered to the Companion Loan Holders.


In the event that
the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and
obligations under this Agreement and






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in and to the Mortgage Loans or Serviced Whole Loans shall be terminated, other than any rights
or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses
and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect
to periods prior to the date of such termination or removal, and no termination without cause shall be effective until the payment
of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate Administrator,
as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with
its termination or removal; provided that if the Trustee or Certificate Administrator, as applicable, is terminated without
cause by the holders of Certificates evidencing aggregate Voting Rights of more than 50% of the Voting Rights of all Certificates
as provided in the immediately preceding paragraph, then such holders will be required to pay all the reasonable costs and expenses
(including, but not limited to, reasonable attorney’s fees and expenses) of the Trustee or Certificate Administrator, as
applicable, necessary to effect the transfer of the rights and obligations of the Trustee or Certificate Administrator, as applicable,
to a successor Trustee or Certificate Administrator.


Any resignation or
removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as
applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment
by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.08.


Upon the resignation,
assignment, merger, consolidation, or transfer of the Trustee or its business to a successor or upon the termination of the Trustee,
the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07) at its own expense, ensure
that prior to consummation of such action or as part of its transfer of duties to any successor (to the extent such Loan Document
was assigned or endorsed to the Trustee), (A) the original executed Note(s) for each Mortgage Loan, is endorsed (without recourse,
representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of CSAIL 2015-C3
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3” or in blank and further showing
a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or,
alternatively, if the original executed Note(s) have been lost, a lost note affidavit and indemnity with a copy of such Note(s)),
and (B) in the case of the other Mortgage Loan Documents, are assigned (and, other than in connection with the removal of
the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered
to it or 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. The outgoing Trustee shall provide copies of the documentation provided
for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s
possession. If the Trustee is removed without cause, the Mortgage Loan Documents identified in clause (B) of the preceding
sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer
and at the expense of the Trust for so long as no Control Termination Event is continuing, with the consent of the Controlling
Class Representative, and during the continuance of a Control Termination Event, after consultation with the Controlling Class
Representative.






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Section 8.08     
Successor Trustee or Successor Certificate Administrator.


(a)          
Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall
execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or
Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such
successor Trustee or Certificate Administrator, as applicable, 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, as applicable, herein, provided that a Rating Agency Confirmation shall be
obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor
Certificate Administrator shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and
statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor
Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator,
as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept
appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate
Administrator, as applicable, shall be eligible under the provisions of Section 8.06.


Upon acceptance of
appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor
shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates
at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such
notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor
Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.


(b)          
Any successor Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements
set forth in Section 8.06 hereof.


Section 8.09     
Merger or Consolidation of the Trustee or the Certificate Administrator. Any entity into which the Trustee or the
Certificate Administrator may be merged or converted, or with which the Trustee or the Certificate Administrator, as applicable,
may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee or the Certificate
Administrator, as applicable, shall be a party, or any entity succeeding to the corporate trust business of the Trustee or the
Certificate Administrator, as applicable, shall be the successor of the Trustee or the Certificate Administrator, as applicable,
hereunder, provided such entity 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.






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Section 8.10     
Appointment of Co-Trustee or Separate Trustee. 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 Depositor 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 (at the expense of the Trustee) 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 Fund, or any part thereof, and, subject to the other provisions
of this Section 8.10, such powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider
necessary or desirable. If the Depositor shall not be in existence or shall not have joined in such appointment within 15 days
after the receipt by it of a request so to do, or in case a Servicer Termination Event shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. Except as required by applicable law, the appointment of a co-trustee
or separate trustee shall not relieve the Trustee of its responsibilities, obligations and liabilities hereunder. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.


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 (it being understood that such separate trustee or co-trustee is not authorized to act separately
without the Trustee joining in such act), 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 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 Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee solely at the direction of the Trustee.


The Depositor and
the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee, or if the separate
trustee or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of or remove any separate
trustee or co-trustee.


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. Every such instrument shall be filed with the Trustee. 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. In no event shall any such separate trustee or co-trustee be entitled to any provision
relating to the conduct of, affecting the liability of, or affording protection to, such separate trustee or co-trustee that imposes
a standard






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of conduct less stringent than that imposed on the Trustee hereunder, affording greater protection than that afforded
to the Trustee hereunder or providing a greater limit on liability than that provided to the Trustee hereunder.


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.


Section 8.11     
Access to Certain Information.


(a)           
The Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and
the Controlling Class Representative) access to any documentation (other than any Privileged Information) regarding the Mortgage
Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall 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.


(b)           
The Certificate Administrator shall maintain at its offices (and, upon reasonable prior written request and during normal
business hours, shall make available, or cause to be made available) for review by any Privileged Person originals and/or copies
of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format):


(i)            
the Prospectus and the Prospectus Supplement;


(ii)           
this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any),
any Loan Purchase Agreement and any amendments and exhibits hereto or thereto;


(iii)          
all Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing
Date;


(iv)         
all Distribution Date Statements and all CREFC® reports actually delivered or otherwise made available to
Certificateholders pursuant to Section 4.02 of this Agreement since the Closing Date;


(v)           
the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s
Certificates delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date
pursuant to Section 10.08 of this Agreement;


(vi)          
the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the
Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.09 of this Agreement;






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(vii)        
the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable,
and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 3.18 of this Agreement;


(viii)       
any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to
which the environmental testing contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions
set forth in clauses (i) and (ii) thereof was satisfied;


(ix)         
the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the
Serviced Whole Loans) entered into or consented to by the Master Servicer, the Special Servicer, an Other Master Servicer or an
Other Special Servicer and delivered to the Certificate Administrator pursuant to Section 3.24 of this Agreement;


(x)          
the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b)
of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer
or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with
the other information specified in Section 4.02(c) of this Agreement;


(xi)         
any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support
the Master Servicer’s, Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance;


(xii)        
notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator, the Trustee, an Other Master Servicer, an Other Special Servicer, an Other Operating Advisor, an Other Certificate
Administrator or an Other Trustee (and appointments of successors thereto), only if notice of such termination or resignation is
delivered to the Certificate Administrator;


(xiii)        
notice of any request by at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer
or notice of any request by at least 15% of the Voting Rights of the Non-Reduced Certificates to terminate and replace the Operating
Advisor;


(xiv)        
all Special Notices;


(xv)         
any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format;
and


(xvi)        
any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A.






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The Certificate Administrator
shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of
the parties set forth in the previous sentence.


The Certificate Administrator
may require payment from a Beneficial Owner or prospective purchaser for the reasonable costs and expenses of providing the copies
and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate
Administrator, to the effect that such Person is a Beneficial Owner or prospective purchaser of Certificates, is requesting the
information solely for use in evaluating its investment in the Certificates and will otherwise keep the information confidential.
Certificateholders, by the acceptance of their Certificates, shall be deemed to have agreed to keep this information confidential.


The Certificate Administrator
shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.


Section 8.12     
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 Patriot Act 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. 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 Patriot Act Laws.


ARTICLE
IX



TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE


Section 9.01     
Termination; Optional Mortgage Loan Purchase.


(a)           
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating
Advisor, the Certificate Administrator and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and
the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders
as hereinafter set forth and to make any required remittances to the Serviced Companion Loan Holders in the month in which the
final Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the
Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to subsection (c),
(ii) the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to subsection (h) and (iii) the final payment or






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other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created hereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date hereof. All such payments as contemplated by the preceding paragraph shall be
deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.


(b)          
In connection with a termination contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding
shall be terminated and the assets of the Trust Fund with respect to the Lower-Tier REMIC shall be sold or otherwise disposed of
in connection therewith, pursuant to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing
for the actions contemplated by the provisions hereof pursuant to which the applicable Notice of Termination is given and requiring
that the assets of the Lower-Tier REMIC shall be sold for cash and that each such Trust REMIC shall terminate on a Distribution
Date occurring not more than 90 days following the date of adoption of the plan of complete liquidation. For purposes of this
Section 9.01(b), the Notice of Termination given pursuant to Section 9.01(c) shall constitute the adoption of
the plan of complete liquidation as of the date such notice is given, which date shall be specified by the Certificate Administrator
in the final federal income tax returns of each Trust REMIC. Notwithstanding the termination of the Trust REMICs, or the Trust
Fund, the Certificate Administrator shall be responsible for filing the final Tax Returns for the Trust REMICs and for the Grantor
Trust for the period ending with such termination, and shall maintain books and records with respect to the Trust REMICs and the
Grantor Trust for the period for which it maintains its own tax returns or other reasonable period.


(c)           
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling
Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master
Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of the Class R Certificates
representing greater than a 50% Percentage Interest in such Class, may) effect an early termination of the Trust Fund, upon not
less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Special Servicer
and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or after the Early Termination
Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion Loan Holder provided for
in the related Co-Lender Agreement) then included in the Trust Fund, and all property or interests in property acquired by the
Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate
Purchase Price (excluding the amount described in clause (e) of the definition Purchase Price) of all the Mortgage
Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion of
each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall
be obtained by the Special Servicer and prepared by an Appraiser in accordance with MAI standards) and (C) the reasonable
out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special
Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to






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such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing
Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed
to the purchasing Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater
than a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party
first notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by
the Holder of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30
days following the Early Termination Notice Date. All costs and expenses incurred by any and all parties to this Agreement or by
the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to this Section
9.01(c) shall be borne by the party exercising its purchase rights hereunder. The Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Appraiser pursuant to this subsection (c).


(d)          
If the Trust Fund has not been previously terminated pursuant to subsection (c) or subsection (h) of
this Section 9.01, the Certificate Administrator shall determine as soon as practicable the Distribution Date on which the
Certificate Administrator reasonably anticipates, based on information with respect to the Mortgage Loans previously provided to
it, that the final distribution will be made (i) to the Holders of outstanding Regular Certificates, and to the Trustee in
respect of the Lower-Tier Regular Interests, notwithstanding that such distribution may be insufficient to distribute in full an
amount equal to the remaining Certificate Principal Balance of each such Certificate or Lower-Tier Regular Interest, as the case
may be, together with amounts required to be distributed on such Distribution Date pursuant to Section 4.01 of this Agreement,
(ii) to the Holders of the Class Z Certificates, Excess Interest with respect to the Mortgage Loans received and not previously
distributed pursuant to Section 4.01(k) of this Agreement or (iii) if no such Regular Certificates are then-outstanding,
to the Holders of the Class R Certificates of any amount remaining in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account or the Excess Liquidation Proceeds Reserve Account, in either case, following the
later to occur of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund or
(b) the liquidation or disposition pursuant to Section 3.17 of this Agreement of the last asset held by the Trust Fund.


(e)          
Notice of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator
to affected Certificateholders and each Rating Agency (with a copy to the Master Servicer, the Special Servicer and, for posting
to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the






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Rule 17g-5
Information Provider) at their addresses shown in the Certificate Register as soon as practicable after the Certificate Administrator
shall have received, given or been deemed to have received a Notice of Termination but in any event not more than thirty days,
and not less than ten days, prior to the Anticipated Termination Date. The notice mailed by the Certificate Administrator to affected
Certificateholders shall:


(i)            
specify the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates
of the Classes specified therein;


(ii)           
specify the amount of any such final distribution, if known; and


(iii)          
state that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates
at the office of the Paying Agent therein specified.


If the Trust Fund
is not terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly mail notice
thereof to each affected Certificateholder.


(f)            
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates
shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund
shall terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01
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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay, to the extent permitted by applicable law, to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section
9.01.


(g)           
For purposes of this Section 9.01, the Remaining Certificateholder shall have the first option to terminate the Trust
Fund pursuant to subsection (h), and then the Holders of the Controlling Class, and then the Special Servicer, and then the Master
Servicer, and then the Holder of the Class R Certificates, in each of the last four cases, pursuant to subsection (c).


(h)           
Following the date on which the Class X-A, Class X-B, Class X-D and Class X-E Notional Amounts and the aggregate
Certificate Principal Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E






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Certificates are reduced to zero, the Remaining Certificateholder shall have the right to exchange
all of its Certificates, including the Class X Certificates (but excluding the Class Z and Class R Certificates) for
all of the Mortgage Loans (and if a Non-Serviced Mortgage Loan is no longer a “Mortgage Loan” due to the fact that
the related Mortgaged Property has been foreclosed upon under the applicable Other Pooling and Servicing Agreement, the related
REO Mortgage Loan) and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section
9.01(a) by giving written notice to all the parties hereto no later than 60 days prior to the anticipated date of exchange;
provided that such Remaining Certificateholder shall pay the Master Servicer an amount equal to (i) the product of (A) the
Prime Rate, (B) the aggregate Certificate Principal Balance of the then-outstanding Principal Balance Certificates as of the day
of the exchange and (C) three, divided by (ii) 360. In the event that the Remaining Certificateholder elects 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 in accordance with the preceding sentence, such Remaining Certificateholder, not later than the Termination Date,
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 Operating Advisor, the Certificate Administrator and the Trustee hereunder through
the date of the liquidation of the Trust Fund that may be withdrawn from the Collection Account, but only to the extent that such
amounts are not already on deposit in the Collection Account. Upon confirmation that such final deposits have been made and following
the surrender of all remaining Certificates (other than the Class Z and Class R Certificates) by the Remaining Certificateholder
on the Termination Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause
to be released to the Remaining 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 Remaining Certificateholder as shall
be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust Fund shall
be liquidated in accordance with this Section 9.01. Thereafter, the Trust Fund and the respective obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee (other than the making of certain payments to Certificateholders and Companion Loan Holders, sending of certain
notices, preparing and filing tax returns and maintenance of books and records), shall terminate. Such transfers shall be subject
to any rights of any Sub-Servicers to service (or to perform select servicing functions with respect to) the Mortgage Loans. For
federal income tax purposes, the Remaining Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC
for an amount equal to the remaining Certificate Principal Balance of its remaining Certificates (other than the Class Z and Class
R Certificates), plus accrued and unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts
against amounts distributed in respect of the Lower-Tier Regular Interests and such Certificates. The remaining Mortgage Loans
and REO Properties are deemed distributed to the Remaining Certificateholder in liquidation of the Trust Fund pursuant to this
Section 9.01.






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ARTICLE
X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


Section 10.01     
Intent of the Parties; Reasonableness.


(a)          
The parties hereto acknowledge and agree that the purpose of Article X of this Agreement is to facilitate compliance
by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission.
The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance
under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act
and the Sarbanes-Oxley Act. 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 reasonable requests made
by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such
evolving interpretations of Regulation AB. In connection with the CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2015-C3, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall
cooperate fully with the Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting
Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees),
any and all statements, reports, certifications, records and any other information in its possession or reasonably available to
it and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator, any Other Depositor
or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor, as applicable, to comply
with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the
Operating Advisor, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing
of the Mortgage Loans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to
effect such compliance.


(b)          
Succession; Subcontractors Reasonableness. For so long as the Trust or any Other Securitization Trust is subject
to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 10.06 of this Agreement)
in connection with the succession to the Master Servicer, the Special Servicer or any Sub-Servicer as servicer or Sub-Servicer
(to the extent such Sub-Servicer is a “servicer” as contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement
by any Person (i) into which the Master Servicer, the Special Servicer or such Sub-Servicer may be merged or consolidated,
or (ii) which may be appointed as a successor to the Master Servicer, the Special Servicer or any such Sub-Servicer, the Master
Servicer (other than if pursuant to an appointment under Section 7.01 or Section 7.02 of this Agreement) or the Special
Servicer, as applicable, shall provide to the Depositor, as well as any Other Depositor as to which the applicable Companion Loan
is affected, at least five (5) Business Days prior to the effective date of such succession or appointment as long as such
disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement, and otherwise
no later than one (1) Business Day after such effective date of succession, (x) written notice to the Depositor and each such
Other Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory






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to
the Depositor and each such Other Depositor, all information relating to such successor servicer reasonably requested by the Depositor
or any such Other 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).


(c)           
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Custodian and the Certificate Administrator (each of the
Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator and each Sub-Servicer, for purposes of this
Section 10.01(c) and Section 10.01(d), a “Servicer”) is permitted to utilize one or more Subcontractors
to perform certain of its obligations hereunder. Such Servicer shall promptly upon request provide to the Depositor, as well as
any Other Depositor as to which the applicable Companion Loan is affected, a written description (in form and substance satisfactory
to the Depositor and each such Other Depositor) of the role and function of each Subcontractor that is a Servicing Function Participant
utilized by such Servicer during the preceding calendar year, specifying (i) the identity of such Subcontractor, and (ii) which
elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor. Each Servicer
shall cause any Subcontractor determined to be a Servicing Function Participant used by such Servicer for the benefit of the Depositor
to comply with the provisions of Section 10.08 and Section 10.09 of this Agreement to the same extent as if such
Subcontractor were such Servicer. Such Servicer shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer
set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) 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 10.08 and Section 10.09 of this Agreement, in each case, as and when required to be delivered.


(d)          
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
notwithstanding the foregoing, if a Servicer engages a Subcontractor 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 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, and the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator, as well as any Other
Depositor as to which the applicable Companion Loan is affected, of any such Sub-Servicer and Sub-Servicing Agreement. No Sub-Servicing
Agreement (other than such agreements set forth on Exhibit S hereto) shall be effective until five (5) Business Days
after such written notice is received by the Depositor and the Certificate Administrator and each such Other Depositor. Such notice
shall contain all information reasonably necessary, and in such form as may be necessary, to enable the Certificate Administrator,
as well as any Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, to accurately and timely
report the event under Item 6.02 of Form 8-K pursuant to Section 10.06 of this Agreement (if such reports under the
Exchange Act are required to be filed under the Exchange Act).






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(e)           
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
in connection with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which
the Trustee or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee
or Certificate Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other
Depositor, at least ten (10) Business Days prior to the effective date of such succession or appointment (or if such prior notice
would be violative of applicable law or any applicable confidentiality agreement, no later than the time required under Section
10.06 of this Agreement) and shall furnish pursuant to Section 10.06 of this Agreement to the Depositor and each Other
Depositor in writing and in form and substance reasonably satisfactory to the Depositor and each Other Depositor, all information
reasonably necessary for the Certificate Administrator and Trustee and each Other Exchange Act Reporting Party to accurately and
timely report, the event under Item 6.02 of Form 8-K pursuant to Section 10.06 of this Agreement (if such reports under
the Exchange Act are required to be filed under the Exchange Act).


Section 10.02     
Filing Obligations.


(a)           
The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall (and shall cause (or, in
the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and
Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection
with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange
Act. Pursuant to Section 10.03, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare
for execution by the Depositor any Forms 10-D, 10-K and 8-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)
such Forms executed by the Depositor. In the event that the Certificate Administrator is unable to timely file with the Commission
or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected,
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 shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but
if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day),
notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D and 10-K,
the Depositor and the Certificate Administrator 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, 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 or Form 10-K
needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the
parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A.
In the event that any previously filed Form 10-D needs to be amended, the Certificate Administrator shall notify the Depositor
thereof, and such other parties as needed, and the parties hereto shall cooperate to






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prepare any necessary Form 10-D/A. Any
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
10.02 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D or
Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this
Article X. The Certificate Administrator shall have no 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 any such 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 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 10.03     
Form 10-D Filings.


Within 15 calendar
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 then required by the Exchange Act, in form and substance as then 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; provided that the Certificate Administrator shall redact from such Distribution Date Statement
any information relating to the ratings of the Certificates and the identity of the Rating Agencies. 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 (i) reported by the parties set forth on Exhibit U to this Agreement
to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional
Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other
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 or any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, within one (1) Business Day after the related Distribution
Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on the third Business Day after
the related Distribution Date, (i) certain parties to this Agreement, as set forth on Exhibit U to this Agreement,
shall be required to provide to the Certificate Administrator, the Depositor, and each Other Exchange Act Reporting Party and Other
Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent
a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of
Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer,
as the case may be or any lawyer in the in-house legal department of such party) in EDGAR-Compatible Format (to the extent available
to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor
and each such Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of the Additional
Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit U to this Agreement shall include
with such Additional Form 10-D Disclosure application to such party and shall cause each Sub-Servicer (or, in the






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case of
each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and
Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional
Disclosure Notification in the form attached as Exhibit W to this Agreement 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.
The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U
to this Agreement 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 fees assessed or expenses incurred by the Certificate
Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


The Certificate Administrator
shall include in any Form 10-D filed by it with respect to the Trust (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(a) of this Agreement, (ii) a
reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key”
for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to
the most recent Form ABS-15G filed by each Mortgage Loan Seller and the Commission’s assigned “Central Index Key”
for each such filer, which information each Mortgage Loan Seller is required to deliver to the Certificate Administrator pursuant
to Section 6(i) of the applicable Loan Purchase Agreement.


(a)           
After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D
to the Depositor for review. Within two (2) Business Days after receipt of such copy, but no later than the 9th calendar
day after the related Distribution Date or, if the 9th calendar day after the related Distribution Date is not a Business
Day, the immediately preceding Business Day, 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. Within two (2) Business Days after receipt of such
copy, but no later than two (2) Business Days prior to the 15th calendar day after the related Distribution Date, an
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. Upon receipt of such signed Form 10-D
(in electronic form or by fax copy), the Certificate Administrator shall deem such report to be approved by the Depositor and shall
proceed with filing such report with the Commission. 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 10.02(a) of this Agreement.
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 prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted
at Credit Suisse First Boston 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






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its duties under this Section
10.03 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 10.03. The Certificate Administrator shall have no 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 because required disclosure information was either not delivered
to the Certificate Administrator or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement,
not resulting from its own negligence, bad faith or willful misconduct.


(b)          
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 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 90 days.” The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-D,
to check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished
electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the
Certificate Administrator no later than the day on which the Depositor provided its signature for such filing pursuant to Section
10.03(a) of this Agreement.


Section 10.04     
Form 10-K Filings.


(a)           
Within 90 days after the end of each fiscal year of the Trust (it being understood that the fiscal year of 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 within 90 days after December 31, 2015, the Certificate Administrator shall prepare and file on behalf of the Trust
any Form 10-K then required by the Exchange Act, in form and substance as then 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 (in the
form required by this Agreement) within the applicable time frames set forth in this Agreement:


(i)            
an annual compliance statement for each certifying Person and each Additional Servicer engaged by each certifying Person
or the Special Servicer, as described under Section 10.07; provided that the related signature pages may be delivered
separately from such compliance statement,


(ii)           
(A)       the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under
Section 10.08, and


   (B)       if
any such report on assessment of compliance with Servicing Criteria described under Section 10.08 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of compliance
with Servicing Criteria described under Section 10.08 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,






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(iii)          
(A)       the registered public accounting firm attestation report for each Reporting Servicer, as described under Section
10.09, and


   (B)      if any registered public accounting firm attestation report described under Section 10.09 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 to this Agreement as Exhibit X, 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; provided
that the related signature pages may be delivered separately.


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 (i) reported by the parties set forth on Exhibit V
to this Agreement to the Depositor and the Certificate Administrator and any Other Depositor and Other Exchange Act Reporting Party
to which such Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor
and such Other 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.


Not later than the
end of each fiscal year for which the Trust is required to file a Form 10-K, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Custodian, the Operating Advisor and the Trustee shall provide the other parties to this Agreement
and the Mortgage Loan Sellers with written notice of the name and address of each Servicing Function Participant retained by such
party, if any, during such fiscal year. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K,
the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective),
provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the
name and address of any new party to this Agreement.


For so long as the
Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no later than March 1, commencing
in March 2016, (i) the parties listed on Exhibit V to this Agreement shall be required to provide (and (i) with
respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function
Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide)
to the Certificate Administrator, the Depositor and each Other Exchange Act Reporting Party and Other Depositor to which the particular
Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or a Responsible
Officer, as the case may be, thereof has actual knowledge (other than information required by Item 1117 of






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Regulation AB as
to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or
any lawyer in the in-house legal department of such party), in EDGAR-Compatible Format (to the extent available to such party in
such format) or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor, each such Other
Exchange Act Reporting Party, each such Other Depositor and such providing parties, the form and substance of any Additional Form
10-K Disclosure described on Exhibit V to this Agreement applicable to such party, (ii) the parties listed on
Exhibit V to this Agreement shall include with such Additional Form 10-K Disclosure applicable to such party and
shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially
reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide,
and if received, include, an Additional Disclosure Notification in the form attached as Exhibit W to this Agreement,
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. The Certificate Administrator has no duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit V to this Agreement of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for
any reasonable fees assessed and expenses incurred by the Certificate Administrator in connection with including any Additional
Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


After preparing a
Form 10-K, the Certificate Administrator shall forward electronically a preliminary copy of the Form 10-K to the Depositor
for review no later than March 15 in the year immediately following the year as to which such Form 10-K relates, or, if March 15
is not a Business Day, on the immediately following Business Day. Within three (3) Business Days after receipt of such copy, the
Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes or approval
to such preliminary Form 10-K. The Certificate Administrator shall provide a complete Form 10-K to the Depositor for
review no later than March 21 in the year immediately following the year as to which such Form 10-K relates, or if March 21
is not a Business Day, on the immediately following Business Day. Within three (3) Business Days after receipt of such complete
Form 10-K, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of
any changes or approval to such complete Form 10-K. No later than 5:00 p.m. (New York City time) on the third Business Day
prior to the 10-K Filing Deadline, a senior officer of 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.
Upon receipt of such signed Form 10-K (in electronic form or by fax copy), the Certificate Administrator shall deem such report
to be approved by the Depositor and shall proceed with filing such report with the Commission. 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 will follow the procedures set
forth in Section 10.02(a). Promptly after filing with the Commission, the Certificate Administrator will make available
on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate
Administrator. The signing party at the Depositor can be contacted at Credit Suisse First Boston 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






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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 10.04 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 10.04. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising
out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where
such failure results because required disclosure information was either not delivered to the Certificate Administrator or delivered
to the Certificate Administrator after the delivery deadlines set forth in this Agreement, not resulting from its own negligence,
bad faith or willful misconduct.


(b)          
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 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 90 days.” The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-K,
to check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished
electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the
Certificate Administrator no later than the day on which the Depositor provided its signature for such filing pursuant to Section
10.04(a) of this Agreement.


Section 10.05     
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached
to this Agreement as Exhibit X required to be included therewith pursuant to the Sarbanes-Oxley Act. The Certificate
Administrator, the Master Servicer, the Special Servicer and the Operating Advisor shall provide (and (i) with respect to
any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable
efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant
of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person
who signs the Sarbanes-Oxley Certification (the “Certifying Person”) no later than March 15 in the year
following the year as to which such Form 10-K relates or, if March 15 is not a Business Day, on the immediately following
Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3
and Exhibit Y-4, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as
an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely. With respect to each Non-Serviced Mortgage Loan serviced under the Other Pooling and Servicing
Agreement, the Certificate Administrator will use commercially reasonable efforts to procure a Sarbanes-Oxley back-up certification
similar in form and substance to the applicable certification from the related Other Master Servicer, the related Other Special
Servicer, the related Other Paying Agent and the related Other Trustee. 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 10.05 with
respect to the period of time it was subject






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to this Agreement or the applicable sub-servicing or primary servicing agreement,
as the case may be.


Section 10.06     
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, 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”)
that is approved by the Depositor shall, pursuant to the following paragraph, be reported by the applicable parties set forth on
Exhibit Z to this Agreement to the Depositor, the Certificate Administrator, and each Other Depositor and Other Exchange
Act Reporting Party to which such Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, 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.


For so long as the
Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, to the extent a Servicing
Officer or Responsible Officer thereof has actual knowledge of such event (other than Item 1117 of Regulation AB as to such
party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer
in the in-house legal department of such party), within one (1) Business Day after the occurrence of a Reportable Event (using
commercially reasonable efforts), but in no event later than 1:00 p.m. (New York City time) on the second Business Day after the
occurrence of a Reportable Event, (i) the parties set forth on Exhibit Z to this Agreement shall be required to
provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer,
shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to
any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function
Participant to provide) to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting
Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, in EDGAR-Compatible
Format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by the Depositor,
the Certificate Administrator, each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties
any Form 8-K Disclosure Information described on Exhibit Z to this Agreement as applicable to such party, if applicable
(ii) the parties listed on Exhibit Z to this Agreement shall include with such Form 8-K Disclosure Information
applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S,
shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under
Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit W,
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. The Certificate Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit V 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 fees assessed
or expenses






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incurred by the Certificate Administrator in connection with including any Form 8-K Disclosure Information on
Form 8-K pursuant to this paragraph.


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 1:00 p.m. (New York City time) on the third Business Day after the Reportable Event (but in no event earlier than
24 hours after having received approved Form 8-K Disclosure Information pursuant to the immediately preceding paragraph).
Promptly, but no later than the close of business on the third 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 on the fourth Business Day after the Reportable Event, a duly authorized representative 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 10.02(a)
of this Agreement. 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, to the extent such Form 8-K has been prepared and filed by the Certificate
Administrator. The signing party at the Depositor can be contacted at Credit Suisse First Boston 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 10.06 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 10.06. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of
or with respect to any failure to properly prepare 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.


In the case of a Form
8-K that is filed by or on behalf of the Trust as a result of the termination, removal, resignation or any other replacement of
the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the proposed successor
Master Servicer, Special Servicer, Trustee or Certificate Administrator, as applicable, shall, as a condition to such succession
and at the reasonable expense of the same party or parties required to pay the costs and expenses relating to such termination,
removal, resignation or other replacement pursuant to this Agreement, provide to the Certificate Administrator and the Depositor
on or before the date of such proposed succession the following: (i) any information (including, but not limited to, disclosure
information) required for the Trust to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02
of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information
that are substantially similar to those delivered by the initial Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator, as the case may be, or their






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respective counsel, in connection with the information concerning such party in the
Prospectus Supplement and/or any other disclosure materials relating to this Trust.


Section 10.07     
Annual Compliance Statements. The Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator
shall furnish (and the Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator (i) with respect
to any Additional Servicer of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts
to cause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer of such party (other
than any party to this Agreement), shall cause such Additional Servicer to furnish) (each such Additional Servicer and each of
the Master Servicer, the Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to the
Depositor, the Certificate Administrator, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable
Other Depositor and Other Exchange Act Reporting Party, and the Operating Advisor (only in the case of an Officer’s Certificate
furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) on or before
March 15 of each year, in an EDGAR Compatible Format, commencing in March 2016, an Officer’s Certificate stating,
as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during a reporting period consisting
of the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or
the applicable Sub-Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under
such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying
Servicer has fulfilled all its obligations under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing
agreement in the case of an Additional Servicer, in all material respects throughout such reporting period, or, if there has been
a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature
and status thereof. The Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall
cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable
efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to the occurrence and
continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider. Promptly
after receipt of each such Officer’s Certificate, the Depositor (and, in the case of a Companion Loan that is part of an
Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) may review each such Officer’s
Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying
Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable,
has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying
Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of
each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during
the applicable period, whether or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate
is required to be delivered.


With respect to any
Non-Serviced Mortgage Loan serviced under the applicable Other Pooling and Servicing Agreement, the Certificate Administrator shall
request, and upon






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receipt deliver to the Depositor, from the related Other Master Servicer, the related Other Special Servicer,
the related Other Trustee, the related Other Paying Agent or the related Other Certificate Administrator an Officer’s Certificate
in form and substance similar to the Officer’s Certificate described in this Section or such other form as is set forth in
the applicable Other Pooling and Servicing Agreement. The Certificate Administrator shall notify the Depositor if such Officer’s
Certificate has been requested from an Other Master Servicer, Other Special Servicer, Other Trustee, Other Paying Agent or Other
Certificate Administrator but has not been delivered within 3 Business Days.


Section 10.08     
Annual Reports on Assessment of Compliance with Servicing Criteria.


On or before March
15 of each year commencing in March 2016, the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator
and the Operating Advisor, each at its own expense, shall furnish in an EDGAR Compatible Format (and each of the preceding parties,
as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer,
shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to
any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function
Participant to furnish) (the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating
Advisor and any Servicing Function Participant, as the case may be, a “Reporting Servicer”) to the Certificate
Administrator, the Trustee, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable
Other Depositor and Other Exchange Act Reporting Party, the Custodian, the Operating Advisor (only in the case of a report furnished
by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor,
a report on an assessment of compliance with the Relevant Servicing Criteria 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 Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria during and as of the end of the fiscal year covered by the Form 10-K
required to be filed pursuant to Section 10.04 of this Agreement, 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 during and as of the end of such period. Copies of all compliance reports delivered
pursuant to this Section 10.08 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate
Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized
officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially
in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of
each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with
the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and
(ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant






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Servicing Criteria
for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions.


(a)           
On the Closing Date, the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Operating
Advisor each acknowledge and agree that Exhibit O to this Agreement sets forth the Relevant Servicing Criteria for
such party.


(b)           
No later than the end of each fiscal year for the Trust, the Master Servicer, the Special Servicer, the Custodian, the Certificate
Administrator and the Operating Advisor shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting
Party and each Other Depositor as to the name of each Servicing Function Participant utilized by it, and the Certificate Administrator
shall notify the Depositor and each Other Depositor as to the name of each Servicing Function Participant utilized by it, during
such fiscal year, and each such notice 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 Certificate
Administrator, the Custodian, the Operating Advisor and any Servicing Function Participant submit their assessments pursuant to
Section 10.08(a) of this Agreement, such parties will also at such time include the assessment (and related attestation
pursuant to Section 10.09 of this Agreement) of each Servicing Function Participant engaged by it. The fiscal year for the
Trust shall be January 1 through and including December 31 of each calendar year.


(c)           
In the event the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Operating Advisor
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause (or,
if the Servicing Function Participant is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause)
any Servicing Function Participant of such party to provide (and the Master Servicer, the Special Servicer and the Certificate
Administrator shall, with respect to any Servicing Function Participant that resigns or is terminated under any applicable servicing
agreement, cause such Servicing Function Participant (or, in the case of each Servicing Function Participant that is a Mortgage
Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant) to provide) an
annual assessment of compliance pursuant to this Section 10.08, coupled with an attestation as required in Section 10.09
of this Agreement with respect to the period of time that the Master Servicer or the Special Servicer was subject to this Agreement
or the period of time that the applicable Servicing Function Participant was subject to such other servicing agreement.


With respect to any
Non-Serviced Mortgage Loan serviced under the applicable Other Pooling and Servicing Agreement, the Certificate Administrator shall
obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in this Section
10.08 and an attestation as described in Section 10.09 from the related Other Master Servicer, Other Special Servicer,
Other Trustee, Other Paying Agent or Other Certificate Administrator and in form and substance similar to the annual report on
assessment of compliance described in this Section 10.08 and the attestation described in Section 10.09. The
Certificate Administrator shall notify the Depositor if such annual report on assessment of compliance has been requested from
an Other Master Servicer, Other Special Servicer, Other






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Trustee, Other Paying Agent or Other Certificate Administrator but has
not been delivered within 3 Business Days.


Section 10.09     
Annual Independent Public Accountants’ Servicing Report. On or before March 15 of each year, commencing
in March 2016, the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Operating Advisor,
each at its own expense, shall cause (and each of the preceding parties, as applicable, (i) with respect to any Servicing
Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause
such Servicing Function Participant to cause, and (ii) with respect to any other Servicing Function Participant of such party
(other than any party to this Agreement), shall 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 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 Certificate Administrator in an EDGAR Compatible Format, in
the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act
Reporting Party, the Custodian, the Operating Advisor (only in the case of a report furnished on behalf of the Special Servicer
and after the occurrence and during the continuance of a Control Termination Event) and the Depositor and, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider,
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 and (ii) on the
basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the
Public Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s compliance
with the Relevant Servicing Criteria was fairly stated in all material respects, or it is not expressing an overall opinion regarding
such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria. 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. Copies of such statement will be provided to any Certificateholder, upon the written request thereof, by the Certificate
Administrator. Promptly after receipt of such report from the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor or any Servicing Function Participant, (i) the Depositor and each Other Depositor may
review the report and, if applicable, consult with the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator
or the Operating Advisor as to the nature of any defaults by the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor or any Servicing Function Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans or the Companion Loans, as the case may be, in the fulfillment of any of the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s, the Custodian’s, the Operating Advisor’s or the
applicable Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing
agreement, and






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(ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted
pursuant to this Section relates to an assessment of compliance meeting the requirements of Section 10.08 of this Agreement
and notify the Depositor of any exceptions.


Section 10.10     
Significant Obligors.


With respect to any
Mortgaged Property that secures a Serviced Companion Loan that the applicable 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 Trust that includes such Serviced Companion Loan, solely to the extent that the Master Servicer is in receipt of
the updated financial statements of the Significant Obligor for any calendar quarter (other than the fourth calendar quarter of
any calendar year) from the Mortgagor or the Special Servicer, as applicable, beginning with the first calendar quarter following
receipt of such notice from the Other Depositor, or the updated financial statements of the Significant Obligor for any calendar
year, beginning for the calendar year following such notice from the Other Depositor, as applicable, the Master Servicer shall
deliver to the Certificate Administrator, on or prior to the day that occurs two (2) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of the Significant Obligor, together with the net operating income of
such Significant Obligor for the applicable period as calculated by the Master Servicer in accordance with CREFC®
guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of the Significant Obligor, together with the net operating income of
such Significant Obligor for the applicable period as reported by the related Mortgagor in such financial statements.


If the Master Servicer
does not receive 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 such “significant obligor” within ten 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 Trust that includes the related Companion Loan (and shall cause each applicable Sub-Servicing Agreement
to require any 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 of the related Mortgagor under the related Mortgage
Loan Documents.


The Master Servicer
shall (and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the Mortgagor related to such “significant obligor”
to obtain the required financial information and is unsuccessful and, within five (5)






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Business Days prior to the date in which
a Form 10-D or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization Trust, shall forward
an Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and
Other Depositor related to such Other Securitization Trust. 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 10.11     
Indemnification. Each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee
shall indemnify and hold harmless each Certification Party, the Depositor, each Other Depositor and any employee, director or officer
of the Depositor or any Other Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees
and expenses and related costs, judgments and other costs and expenses incurred by such indemnified party, including any reasonable
out-of-pocket legal or other expenses incurred by such indemnified party in connection with investigating or defending any such
action or claim, and arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as the case may be, of its obligations under this Article X, (ii) negligence, bad faith or willful misconduct
on the part of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, in the performance
of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, such
party.


The Master Servicer,
the Special Servicer and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not
a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant of such party that is a Mortgage Loan
Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant) to indemnify and hold
harmless each Certification Party, the Depositor, each Other Depositor, each Companion Loan Holder and any employee, director or
officer of the Depositor, any Other Depositor or any Companion Loan Holder 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 indemnified party, including any reasonable out-of-pocket legal or other expenses incurred by such indemnified party in
connection with investigating or defending any such action or claim, and arising out of (i) a breach of its obligations to
provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports pursuant
to the applicable sub-servicing or primary servicing agreement or (ii) negligence, bad faith or willful misconduct on its
part in the performance of such obligations, (iii) any failure by a Servicer (as defined in Section 10.01(c)) to identify
a Servicing Function Participant pursuant to Section 10.01(d), or (iv) delivery of any Deficient Exchange Act Deliverable
regarding, and delivered by or on behalf of, such party.


In addition, each
of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator 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”).






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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
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 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 10.11. 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, the Depositor, any Other Depositor
or any employee, director






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or officer of the Depositor or any Other Depositor, then the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function Participant (the “Performing
Party”) shall contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages
or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified 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 Section 10.05, Section 10.07, Section 10.08, or Section 10.09 (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 and the Certificate Administrator shall cause each Servicing
Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function
Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such
Servicing Function Participant) to agree to the foregoing indemnification and contribution obligations. This Section 10.11
shall survive the termination of this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer
or the Certificate Administrator.


Section 10.12     
Amendments. This Article X may be amended by the parties hereto pursuant to Section 11.07 of this Agreement
for purposes of complying with Regulation AB, the Securities Act or the Exchange Act and/or to conform to standards developed within
the commercial mortgage-backed securities market and the Sarbanes-Oxley Act or for purposes of designating the Certifying Person
without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations or the consent of any Certificateholder,
notwithstanding anything to the contrary contained in this Agreement.


Section 10.13     
Regulation AB Notices. With respect to any notice required to be delivered by the Certificate Administrator to the
Depositor pursuant to this Article X, the Certificate Administrator may deliver such notice, notwithstanding any contrary
provision in this Agreement, via fax to Credit Suisse First Boston 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 10.14      
Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement,
the Depositor may terminate the Certificate Administrator upon five (5) Business Days’ notice if the Certificate Administrator
fails to comply with any of its obligations under this Article X; provided that (a) such termination shall not
be effective until a successor Certificate Administrator shall have accepted the appointment, (b) the Certificate Administrator
may not be terminated if (i) it cannot perform its obligations due to its failure to properly prepare or file on a timely
basis any Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any Form 12b-25 where such failure
results from the Certificate Administrator’s inability or failure to receive, within the exact time frames set forth in this
Agreement any information, approval, direction or signature from any other party hereto needed to prepare, arrange for execution
or file any such Form 8-K, Form 10-K or






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Form 10-D or any amendments to such forms or any Form 12b-25 not resulting
from its own negligence, bad faith or willful misconduct, or (ii) following the Certificate Administrator’s failure
to comply with any of such obligations under this Article X on or prior to the dates by which such obligations are to be
performed pursuant to, and as set forth in, such Sections, the Certificate Administrator subsequently complies with such obligations
before the Depositor gives written notice to it that it is terminated in accordance with this Section 10.14 and (c) the
Certificate Administrator may not be terminated if the Certificate Administrator’s failure to comply does not cause it to
fail in its obligations to timely file the related Form 8-K, Form 10-D or Form 10-K, as the case may be, by the
related deadline for filing such Form 8-K, Form 10-D or Form 10-K, then the Depositor shall cease to have the right
to terminate the Certificate Administrator under this Section 10.14 on the date on which such Form 8-K, Form 10-D
or Form 10-K is so filed.


Section 10.15     
Termination of the Master Servicer or the Special Servicer. Notwithstanding anything to the contrary contained in
this Agreement, the Depositor may terminate each of the Master Servicer or the Special Servicer, as the case may be, upon five
(5) Business Days’ notice if the Master Servicer or the Special Servicer, as applicable, fails to comply with any of its
respective obligations under this Article X; provided that such termination shall not be effective until a successor
master servicer or special servicer, as applicable, shall have accepted the appointment.


Section 10.16     
Termination of Sub-Servicing Agreements. For so long as the Trust or any Other Securitization Trust is subject to
the reporting requirements of the Exchange Act, each of the Master Servicer, the Special Servicer, the Certificate Administrator
and the Trustee, as applicable, shall (i) cause each Sub-Servicing Agreement to which it is a party to entitle the Depositor to
terminate such agreement (without compensation, termination fee or the consent of any other Person) at any time following any failure
of the applicable Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under
Regulation AB or as otherwise contemplated by this Article X and (ii) promptly notify the Depositor following any failure
of the applicable Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under
Regulation AB or as otherwise contemplated by this Article X. The Depositor is hereby authorized to exercise the rights
described in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor to terminate a Sub-Servicing
Agreement as aforesaid shall not limit any right Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
as applicable, may have to terminate such Sub-Servicing Agreement.


Section 10.17      
Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan.


(a)           
Any other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines
for delivery set forth in this Article X, in connection with the requirements contained in this Article X that provide
for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting
Party of any Other Securitization Trust that includes a Companion Loan, no party hereunder shall be obligated to provide any such
items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party until the Other Depositor or Other Exchange
Act Reporting Party






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of such Other Securitization Trust has provided each party hereto with not less than 30 days written notice
(or, in each case, such shorter period as required for such Other Depositor or Other Exchange Act Reporting Party to comply with
related filing obligations, provided that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable, has provided
written notice as soon as reasonably practicable and, concurrently with such written notice, obtain verbal confirmation of receipt
of such written notice, in each case, in accordance with Section 11.04 of this Agreement and (ii) such period shall
not be less than 3 Business Days) (which shall only be required to be delivered once), setting forth the contact information for
such Person(s) and, except as regards the deliveries and cooperation contemplated by Section 10.07, Section 10.08
and Section 10.09 of this Agreement, (i) stating that such Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, and (ii) specifying in reasonable detail the information and other items not otherwise specified in this Agreement
that are requested to be delivered; provided that if Exchange Act reporting is being requested, such Other Depositor or
Other Exchange Act Reporting Party is only required to provide a single written notice to such effect; provided, further,
that this notice requirement does not apply to any Companion Loan that is included in any Other Securitization Trust as of the
Closing Date. Any reasonable cost and expense of the Master Servicer, Special Servicer, Operating Advisor, Custodian, Trustee and
Certificate Administrator in cooperating with such Other Depositor or Other Exchange Act Reporting Party of such Other Securitization
Trust (above and beyond their expressed duties hereunder) shall be the responsibility of such Other Depositor or Other Securitization
Trust. The parties hereto shall have the right to confirm in good faith with the Other Depositor of such Other Securitization Trust
as to whether applicable law requires the delivery of the items identified in this Article X to such Other Depositor and
Other Exchange Act Reporting Party of such Other Securitization Trust prior to providing any of the reports or other information
required to be delivered under this Article X in connection therewith and (i) upon such confirmation, the parties shall
comply with the deadlines for delivery set forth in this Article X with respect to such Other Securitization Trust or (ii)
in the absence of such confirmation, the parties shall not be required to deliver such items; provided that no such confirmation
will be required in connection with any delivery of the items contemplated by Section 10.07, Section 10.08 and Section
10.09 of this Agreement. Such confirmation shall be deemed given if the Other Depositor or Other Exchange Act Reporting Party
for the Other Securitization Trust provides a written statement to the effect that the Other Securitization Trust is subject to
the reporting requirements of the Exchange Act and the appropriate party hereto receives such written statement. The parties hereunder
shall also have the right to require that such Other Depositor provide them with the contact details of such Other Depositor, Other
Exchange Act Reporting Party and any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization
Trust. Each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable
prior written request given in accordance with the terms of Section 10.17(a) above, timely provide (to the extent the reasonable
cost thereof is paid or caused to be paid by the related Mortgage Loan Seller and subject to a right of the Master Servicer, Special
Servicer, the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials), to a
holder of a related Serviced Companion Loan, such party’s description contained in the Prospectus Supplement (updated as
appropriate by the Master Servicer, the Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable
cost of the related Mortgage Loan Seller) for inclusion in the disclosure materials relating to any securitization of a Serviced
Companion Loan.






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(b)           
The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written
request given in accordance with the terms of Section 10.17(a) above, shall each timely provide (to the extent the reasonable
cost thereof is paid or caused to be paid by the related Mortgage Loan Seller) to the Other Depositor and any underwriters with
respect to any securitization transaction that includes a Serviced Companion Loan such opinion(s) of counsel, certifications and/or
indemnification agreement(s) with respect to the updated description referred in Section 10.17(a) with respect to such party,
substantially identical to those, if any, delivered by the Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the
Prospectus Supplement and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator, or their respective legal counsel, as the case may
be). None of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be obligated to deliver
any such item with respect to the securitization of a Serviced Companion Loan if it did not deliver a corresponding item with respect
to this Trust.


(c)           
Each of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior
written request given in accordance with the terms of Section 10.17(a) above, shall provide (to the extent the reasonable
cost thereof is paid or caused to be paid by the applicable party set forth below in the second or third paragraph, as applicable,
of this Section 10.17(c)) to the applicable Other Depositor and the applicable Other Trustee under the Other Pooling and
Servicing Agreement related to any Other Securitization Trust the following: (i) any information (including, but not limited to,
disclosure information) required for such Other Securitization Trust to comply in a timely manner with applicable filing requirements
under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with
respect to such information that are substantially similar to those delivered by the Master Servicer, the Special Servicer, the
Trustee or the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information concerning
such party in the Prospectus Supplement and/or any other disclosure materials relating to this Trust.


In the case of a Form
8-K that is filed by or on behalf of an Other Securitization Trust in connection with the closing of this 2015-C3 securitization
transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided
by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be,
pursuant to this Section 10.17(c) shall be paid or caused to be paid by the applicable Mortgage Loan Seller that transferred
the related Serviced Companion Loan to the related Other Depositor for inclusion in such Other Securitization Trust.


In the case of a Form
8-K that is filed by or on behalf of an Other Securitization Trust as a result of the termination, removal, resignation or any
other replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement,
the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on
behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant
to this Section 10.17(c) shall be paid or caused to be paid by the same party or parties required to pay the costs and






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expenses
relating to such termination, removal, resignation or other replacement pursuant to this Agreement.


Section 10.18     
Termination of Exchange Act Filings with Respect to the Trust. 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 with respect to the Trust, the Certificate Administrator shall prepare and file a Form 15 Suspension Notification relating
to the automatic suspension of reporting in respect of the Trust under the Exchange Act or any other 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 10.03, Section 10.04, Section 10.05,
Section 10.06 and Section 10.07, solely insofar as they relate to the Trust, shall be suspended. 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 or other applicable form, the Depositor shall provide notice to the Certificate
Administrator that it is required to resume its Exchange Act filings with respect to the Trust, the Certificate Administrator shall
recommence preparing and filing reports on Forms 10-K, 10-D and 8-K with respect to the Trust as required pursuant to Section
10.03, Section 10.04, Section 10.05, Section 10.06 and Section 10.07, and all parties’ obligations
under this Article X shall recommence.


ARTICLE
XI



MISCELLANEOUS PROVISIONS


Section 11.01     
Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Delivery of an executed
counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by fax transmission shall be as effective
as delivery of a manually executed original counterpart of this Agreement.


Section 11.02     
Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, 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 Fund, nor otherwise affect
the rights, obligations and liabilities of the parties hereto or any of them.


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 Fund, 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 person by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.






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No Certificateholder
shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement,
the Certificates, any Mortgage Loan or Serviced Whole Loan, unless such Holder previously shall have given to the Trustee a written
notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of at least 25% of the
Voting Rights of any Class of Certificates affected thereby shall have made written request upon the Trustee (with a copy to the
Certificate Administrator) 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 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding. 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 of any Class shall have any right
in any manner whatever by virtue of any provision of this Agreement or the Certificates to affect, disturb or prejudice the rights
of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such
Holder, 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 Holders of Certificates of such Class. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law
or in equity.


Section 11.03    
Governing Law. 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.


Section 11.04     
Notices. Unless otherwise specifically provided in this Agreement, 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 mailed by registered mail, postage prepaid (except for notices to the Trustee or the Certificate Administrator which shall
be deemed to have been duly given only when received) or only with respect to any addressee of any party to which an electronic
email address is set forth below, sent by electronic mail containing language requesting the recipient to confirm receipt thereof,
to: (i) in the case of the Depositor, Credit Suisse First Boston 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; (ii) in the case of the Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, 10851 Mastin Street, Suite 700, Overland Park, Kansas 66210, Attention: Executive Vice President –
Division Head, fax number: (913) 253-9001, with a copy to Stinson Leonard Street LLP, 1201 Walnut Street, Suite 2900, Kansas City,
Missouri 64106-2150, Attention:






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Kenda K. Tomes, fax number: (816) 412-9338, and with respect to e-mail pursuant to Section 11.06
and Section 11.13 of this Agreement, at NoticeAdmin@midlandls.com with a copy to askmidland@midlandls.com and with respect
to notices and emails relating to Section 4.02 of this Agreement, at NoticeAdmin@midlandls.com with a copy to askmidland@midlandls.com;
(iii) in the case of the Special Servicer, Rialto Capital Advisors, LLC, 790 NW 107th Avenue, 4th Floor, Miami, Florida 33172,
Attention: Liat Heller, Facsimile Number: (305) 229-6425, E-mail: liat.heller@rialtocapital.com, with copies to: Rialto Capital
Advisors, LLC, 790 NW 107th Avenue, 4th Floor, Miami, Florida 33172, Attention: Jeff Krasnoff, Facsimile Number: (305) 229-6425,
Email: jeff.krasnoff@rialtocapital.com, and Rialto Capital Advisors, LLC, 790 NW 107th Avenue, 4th Floor, Miami, Florida 33172,
Attention: Niral Shah, Facsimile Number: (305) 229-6425, E-mail: niral.shah@rialtocapital.com, and Rialto Capital Advisors, LLC,
790 NW 107th Avenue, 4th Floor, Miami, Florida 33172, Attention: Adam Singer, Facsimile Number: (305) 229-6425, E-mail: adam.singer@rialtocapital.com,
or with respect solely to emails required pursuant to Section 11.06 and Section 11.13 of this Agreement to liat.heller@rialtocapital.com,
jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com and adam.singer@rialtocapital.com; (iv) in the case of the Trustee,
Wells Fargo Bank, National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services
– CSAIL 2015-C3; (v) in the case of the Certificate Administrator and the Custodian, for certificate transfer purposes, Wells
Fargo Bank, National Association, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention: CMBS –
CSAIL 2015-C3, and for all other purposes, Wells Fargo Bank, National Association, 9062 Old Annapolis Road, Columbia, Maryland
21045, Attention: Corporate Trust Services – CSAIL 2015-C3, e-mail: cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com,
and with respect to notices or delivery of information pursuant to Article X hereof, with a copy to cts.sec.notifications@wellsfargo.com
and Fax: 410-715-2380, Attention: SEC Notifications; (vi) in the case of the Operating Advisor, Pentalpha Surveillance LLC,
375 N. French Road, Suite 100, Amherst, New York 14228, Attention: Don Simon, Chief Operating Officer, with copies sent contemporaneously
via e-mail to don.simon@pentalphasurveillance.com and notices@pentalphasurveillance.com, with a copy to Bass, Berry & Sims
PLC, 150 Third Avenue South, Nashville, Tennessee 37201, Attention: Jay H. Knight, email: jknight@bassberry.com; (vii) in the case
of the Rating Agencies, (a) Moody’s Investors Service, Inc., 7 World Trade Center, New York, New York 10007, Attention: Commercial
Mortgage Surveillance Group, fax number: (212) 553- 0300, (b) Fitch Ratings, Inc., One State Street Plaza, 28th Floor, New York,
New York 10004, Attention: US CMBS Surveillance, fax number: (212) 635-0295, email: cmbs.surveillance@fitchratings.com, (c) Kroll
Bond Rating Agency, Inc., 845 Third Avenue, 4th Floor, New York, New York 10022, Attention: CMBS Surveillance, fax number:
(646) 731- 2395 and (d) Morningstar Credit Ratings, LLC, 220 Gibraltar Road, Suite 300, Horsham, PA 19044, Attention: CMBS
Surveillance, e-mail: cmbsratings@morningstar.com; (viii) in the case of the Mortgage Loan Sellers, (a) Column Financial, Inc.,
11 Madison Avenue, 4th Floor, New York, New York 10010, Attention: N. Dante La Rocca, Facsimile: (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.;
(b) UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: David Schell, with an electronic copy
to: UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Henry Chung and Office of General Counsel,
with a copy to: UBS AG, 299 Park Avenue, New York, New York 10171, Attention: Chad Eisenberger, Executive Director &






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Counsel;
(c) BSPCC, 9 West 57th Street, Suite 4920, New York, New York 10019, Attention: Micah Goodman and David Glenn, with a copy to Cadwalader,
Wickersham & Taft LLP, 200 Liberty Street, New York, NY 10281, Attention: Frank Polverino; (d) The Bancorp Bank, 712 Fifth
Avenue, 8th Floor, New York, New York 10019, Attention: Ron Wechsler, e-mail: with an electronic copy emailed to rwechsler@thebancorp.com,
(e) The Bank of New York Mellon, 225 Liberty Street, New York, New York 10286, Attention: Malay Bansal, with a copy to The Bank
of New York Mellon, 101 Barclay Street, 4W, New York, New York 10286, Attention: Sean Fairweather, (ix) in the case of the Underwriters
and/or Initial Purchasers, (a) Credit Suisse Securities (USA) LLC, 11 Madison Avenue, New York, New York 10010, Attention: Chuck
Lee, email: chuck.lee@credit-suisse.com, with a copy to: Credit Suisse Securities (USA) LLC, One Madison Ave, 9th Floor, New York,
New York 10010 Attention: Sarah Nelson, Legal and Compliance Department, fax number: (212) 743-2823, email: sarah.nelson@credit-suisse.com;
(b) UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: David Schell, with copies to: UBS Securities
LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Henry Chung and Attention: Office of General Counsel, with
a copy to: UBS Securities LLC, 153 West 51st Street, New York, New York 10019, Attention: Chad Eisenberger, Executive
Director & Counsel and (c) Drexel Hamilton, LLC, 77 Water Street, New York, New York 10005, Attention: John D. Kerin, Director
of Debt Syndicate, Facsimile: (646) 412-1500; and (x) in the case of the Controlling Class Representative, RREF II CMBS AIV,
LP c/o Rialto Capital Management LLC, 600 Madison Avenue, 12th Floor, New York, New York 10022, facsimile number: (212) 751-4646,
Attention: Josh Cromer, and to RREF II CMBS AIV, LP, c/o Rialto Capital Management LLC, 600 Madison Avenue, 12th Floor, New York,
New York 10022, facsimile number: (212) 751-4646, Attention: Joseph Bachkosky, or as to each such Person such other address or
e-mail 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 communication required or permitted to be delivered to a Beneficial
Owner shall be deemed to have been duly given to the extent delivered through the Depository. 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.


The obligation of
any party to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer, Other
Special Servicer, Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such party
to this Agreement has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other Special
Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the name and
contact information provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5
Information Provider, as applicable, and shall be entitled to assume that the identity and contact information for such Other Depositor,
Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable, has not changed, absent
receipt of written notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information
Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, of a change with respect to the
identity and contact information for such Other Depositor, Other Servicer, Other Special Servicer, Other






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Trustee or Other 17g-5
Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, as applicable.


Section 11.05     
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, to the extent permitted by applicable law, 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 11.06     
Notice to the Rule 17g-5 Information Provider, the Depositor and Each Rating Agency.


(a)           
The Certificate Administrator shall use its commercially reasonable efforts to promptly prepare a written notice, and provide
such notice by e-mail to the Rule 17g-5 Information Provider (if the Certificate Administrator is for any reason not the Rule 17g-5
Information Provider) and the Depositor, with respect to each of the following items of which a Responsible Officer of the Certificate
Administrator has actual knowledge, and the Rule 17g-5 Information Provider shall promptly upload such notice or information
to the Rule 17g-5 Information Provider’s Website and shall, promptly following the posting of such notice to the Rule 17g-5
Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency (other than any Registered
Rating Agency that has indicated to the Rule 17g-5 Information Provider of its election to not receive such notification)
by electronic mail of the posting of such notice, which electronic mail may be automatically generated by the Rule 17g-5 Information
Provider’s Website:


(i)             any material change or amendment to this Agreement;


(ii)           
the occurrence of any Servicer Termination Event that has not been cured;


(iii)         
the merger, consolidation, resignation or termination of the Master Servicer, Special Servicer, the Trustee or the Certificate
Administrator or any Other Master Servicer, Other Special Servicer or Other Trustee;


(iv)          
the repurchase of, or substitution of, Mortgage Loans pursuant to Section 2.03;


(v)           
the final payment to any Class of Certificateholders; and


(vi)          
any change in the location of the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account or any Distribution
Account.


(b)           
The Master Servicer or the Special Servicer shall promptly furnish by e-mail (or any other form of electronic delivery reasonably
acceptable to the Master Servicer or the Special Servicer, as applicable, and the Rule 17g-5 Information Provider) to the
Rule 17g-5 Information Provider and the Depositor copies of the following (to the extent not already delivered or made available
pursuant to the terms of this Agreement), and the Rule 17g-5 Information Provider shall promptly upload such documents to
the Rule 17g-5 Information






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Provider’s 17g-5 Website, and the Rule 17g-5 Information Provider shall, promptly following
the posting of such documents to the Rule 17g-5 Information Provider’s Website, notify, or cause notification of, each
Registered Rating Agency (other than any Registered Rating Agency that has indicated to the Rule 17g-5 Information Provider
of its election to not receive such notification) by electronic mail of the posting of such documents, which electronic mail may
be automatically generated by the Rule 17g-5 Information Provider’s Website:


(i)            
each of its annual statements as to compliance described in Section 10.08 of this Agreement;


(ii)           
each of its annual independent public accountants’ servicing reports described in Section 10.09 of this Agreement;


(iii)         
a copy of each operating and other financial statements, rent rolls, occupancy reports, and sales reports to the extent
such information is required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section
4.02; and


(iv)          
upon request, each inspection report prepared in connection with any inspection conducted pursuant to Section 3.18
of this Agreement.


(c)           
The Certificate Administrator shall promptly furnish by e-mail (or any other form of electronic delivery reasonably acceptable
to the Certificate Administrator and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information Provider (if
the Certificate Administrator is for any reason not the Rule 17g-5 Information Provider) and the Depositor copies of the items
set forth in Section 8.11(b) of this Agreement (to the extent not already delivered or made available pursuant to the terms
of this Agreement and to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format),
and the Rule 17g-5 Information Provider shall promptly upload such documents to the Rule 17g-5 Information Provider’s
Website.


Section 11.07     
Amendment. This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


(i)            
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Serviced Companion
Loan Holder;


(ii)           
to correct or supplement any of its provisions which may be inconsistent with any other provisions of this Agreement or
with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;


(iii)          
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account,
any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event
be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any
material respect the interests of any Certificateholder or Serviced






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Companion Loan Holder, as evidenced by an opinion of counsel
(at the expense of the party requesting the amendment);


(iv)          
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense
of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification
or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any
holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined
that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee
or (C) to the extent necessary to comply with the Investment Company Act, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;


(v)           
to make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the amendment will not adversely affect in any material respect the interests of any Certificateholder or, if applicable,
any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;


(vi)          
to modify the procedures herein relating to Rule 17g-5; provided that such modification does not increase the
obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without
such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party
or materially increase such party’s obligations under this Agreement); provided, further, that notice of such
modification is provided to all parties to this Agreement; and


(vii)         
to amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each
Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder or, if applicable, any Serviced Companion Loan Holder;


provided that no amendment pursuant
to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the
right to receive information under this Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (ii) reduce the consultation rights or the right to receive information under this Agreement of the Operating
Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan
Seller under this Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;
(iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected
Underwriter or Initial Purchaser, or (v) adversely affect any






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Companion Loan Holder in its capacity as such without its consent.
Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer,
Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then such expense will be borne
by the Trust.


This Agreement or
any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of Certificates
representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; provided, however, that no such amendment shall:


(i)            
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans (or Serviced Whole Loans,
if applicable) which are required to be distributed on a Certificate of any Class without the consent of the Holder of that Certificate,
or that are required to be distributed to any holder of a Serviced Companion Loan without the consent of that Holder;


(ii)           
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment
or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent of the Holders of all
Certificates of that Class then-outstanding or the consent of each Serviced Companion Loan Holder, as applicable;


(iii)          
change in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or a Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller;


(iv)          
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates
or (2) Rating Agency Confirmation;


(v)           
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby,
change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction
under this Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to this Agreement or
(c) the right of the Certificateholders to terminate the Operating Advisor pursuant to this Agreement;


(vi)          
adversely affect any Companion Loan Holder in its capacity as such without its consent;


(vii)         
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or


(viii)        
change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected
Underwriter or Initial Purchaser.






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In the event that
neither the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 11.07 shall be
effective with the consent of the Trustee, the Operating Advisor, the Certificate Administrator, the Special Servicer and the Master
Servicer, in writing, and to the extent required by this Section, the Certificateholders or the Companion Loan Holders, the Mortgage
Loan Sellers, the Underwriters and/or the Initial Purchasers, as applicable. Promptly after the execution of any amendment, the
Master Servicer shall forward a copy thereof to the Trustee, the Operating Advisor, the Certificate Administrator, the Special
Servicer, each Companion Loan Holder, each Mortgage Loan Seller, each Underwriter, each Initial Purchaser and the Certificate Administrator
and shall furnish a copy of such amendment to each Certificateholder, as applicable, and, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider. It shall
not be necessary for the consent of Certificateholders or the Companion Loan Holders, the Mortgage Loan Sellers, the Underwriters
or the Initial Purchasers, as applicable, under this Section 11.07 to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance thereof. The method of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders or the Companion Loan Holders, the Mortgage Loan Sellers, the
Underwriters or the Initial Purchasers, as applicable, shall be subject to such reasonable regulations as the Trustee may prescribe;
provided, however, that such method shall always be by affirmation and in writing.


Notwithstanding any
contrary provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless, if requested
by the Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator, such party shall have received
an Opinion of Counsel, at the expense of the party requesting such amendment (or, if such amendment is required by any Rating Agency
to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described in clause (i) or
(ii) of the first sentence of this Section, then at the expense of the Trust Fund), to the effect that such amendment will
not cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust at
any time that any Certificates are outstanding, and will not cause a tax to be imposed on either Trust REMIC under the REMIC Provisions
or on the Grantor Trust (other than a tax at the highest marginal corporate tax rate on net income from foreclosure property).
Prior to the execution of any amendment to this Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer may request and shall be entitled to rely conclusively upon an Opinion of Counsel,
at the expense of the party requesting such amendment (or, if such amendment is required by any Rating Agency to maintain the rating
issued by it or requested by the Trustee or the Certificate Administrator for any purpose described in clause (i),
(ii), (iii) or (v) (which do not modify or otherwise relate solely to the obligations, duties or
rights of the Trustee or the Certificate Administrator, as applicable) of the first sentence of this Section, then at the expense
of the Trust) stating that the execution of such amendment is authorized or permitted by this Agreement, and that all conditions
precedent to such amendment are satisfied. Each of the Trustee and the Certificate Administrator may, but shall not be obligated
to, enter into any such amendment which affects the Trustee’s or the Certificate Administrator’s, as applicable, own
rights, duties or immunities under this Agreement. The party requesting an amendment to this Agreement shall, provide to the Rule 17g-5
Information Provider, for posting






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on the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13
of this Agreement, prior written notice of such proposed amendment.


Section 11.08     
Confirmation of Intent. The Depositor intends that the conveyance of the Depositor’s right, title and interest
in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such
conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the
parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that,
in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security
interest in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including without
limitation, the Mortgage Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other than
principal and interest payments due and payable prior to the Cut-Off Date and Principal Prepayments received prior to the Cut-Off
Date), all amounts held from time to time in the Collection Account, each Distribution Account, the Interest Reserve Account and,
if established, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account and the REO Account,
and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to any Insurance
Proceeds related to such Mortgage Loans and (ii) this Agreement shall constitute a security agreement under applicable law.
This Section 11.08 shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.


Section 11.09     
Third-Party Beneficiaries. Except as provided in the next sentence, no Persons other than a party to this Agreement,
any Companion Loan Holder (unless it is the Mortgagor under the applicable Companion Loan or an Affiliate thereof) and any Certificateholder,
shall have any rights with respect to the enforcement of any of the rights or obligations hereunder. Any Underwriter or Initial
Purchaser (with respect to its rights to receive any documents, certifications, information and/or indemnification hereunder and
its rights under Section 2.02, Section 5.03 and Section 11.07 of this Agreement), any Companion Loan Holder,
any Mortgage Loan Seller (with respect to its rights under Section 2.03, Section 2.03(b), Section 2.03(c),
Section 3.09(d)(i), Section 10.04, Section 11.05 and Section 11.07 of this Agreement and its rights
as a Privileged Person), any Other Depositor and Other Exchange Act Reporting Party (with respect to its rights under Article X
of this Agreement) and, subject to Section 11.02 of this Agreement, any Certificateholder (which are intended third-party
beneficiaries of this Agreement) shall have the right to enforce their respective rights and obligations hereunder (in the
case of any Companion Loan Holder, to the extent they affect the related Companion Loan and provided that such Companion
Loan Holder is not the Mortgagor under the related Companion Loan or an Affiliate thereof) as if each such Person was a party hereto.


Without limiting the
foregoing, the parties to this Agreement specifically state that no Mortgagor, property manager or other party to a Mortgage Loan
is an intended third-party beneficiary of this Agreement.


Section 11.10     
Request by Certificateholders or Companion Loan Holders. Where information or reports are required to be delivered
to a Certificateholder or a Companion Loan Holder, as applicable, upon request pursuant to the terms of this Agreement, such request
can be in the form of a single blanket request by a Certificateholder or a Companion Loan






    	-375-



    	 



    

Holder, as applicable, to the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable, and, with respect to such Certificateholder or a Companion
Loan Holder, as applicable, such request shall be deemed to relate to each date such report or information may be requested. The
notice shall set forth the applicable Sections where such reports and information are requested.


Section 11.11     
Waiver of Jury Trial. 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 11.12     
Submission to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE 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 AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY
MANNER PERMITTED BY LAW.


Section 11.13     
Exchange Act Rule 17g-5 Procedures.


(a)           
Except as otherwise provided in Section 11.06 of this Agreement or this Section 11.13 or otherwise in this
Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing,
any Rating Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates
or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates
or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency
makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s
surveillance of the Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing
by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 11.13(h),
whereupon the Rule 17g-5 Information Provider shall promptly post such written response to the Rule 17g-5 Information
Provider’s Website following receipt (or, if the responding party is the Rule 17g-5 Information Provider, promptly following
preparation) of such response, and the Rule 17g-5 Information Provider shall provide a mechanism to notify each Person that
has signed-up for access to the






    	-376-



    	 



    

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.


(b)          
To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its
obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian, as applicable, shall provide such information or communication to the Rule 17g-5 Information Provider
electronically as provided in Section 11.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information
or communication to the Rule 17g-5 Information Provider’s Website within five (5) Business Days of receipt (or, if the
applicable party is the Rule 17g-5 Information Provider, within five (5) Business Days of preparation) of such written information
or communication, and the Rule 17g-5 Information Provider shall, promptly after such written information or communication
has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered
Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating
Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature
of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating
Agency to make its decision.


(c)          
The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor shall be
permitted to (but not obligated to) orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and
any other matter related to the Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating
to this Agreement or the 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 11.06 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 11.06.


(d)          
Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees
to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees,
agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against
any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including
reasonable legal fees and expenses), joint or several, to which any such Indemnified Party may become subject, under the Securities
Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments,
costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are
based upon (i) such Indemnifying Party’s breach of Section 11.06, Section 11.13(a), Section 11.13(b),
Section 11.13(c), Section 11.13(g) or Section 11.13(h) of this Agreement or (ii) a determination by any






    	-377-



    	 



    

Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Rule 17g-5(a)(3),
to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party and will
reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with
investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master
Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information
Provider (if it is not also the Certificate Administrator).


(e)           
None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is
acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall
have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance
with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website
or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information
or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts
the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted
such information or communication on the Rule 17g-5 Information Provider’s Website.


(f)           
None of the foregoing restrictions in this Section 11.13 prohibit or restrict oral or written communications, or
providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other
hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special
Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable,
as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s
or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master
Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage
Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property
or deal specific identifiers are redacted; (y) such information has already been provided to the Rule 17g-5 Information Provider
and has been uploaded on to the Rule 17g-5 Information Provider’s Website; or (z) the Rating Agency has confirmed that
it does not intend to use such information in undertaking credit rating surveillance.


(g)           
The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website
in the form of a password-protected Internet Website in accordance with this Section 11.13 and Section 11.06 of this
Agreement.


(h)           
The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available
solely to the Depositor, the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it
in an electronic document format suitable for website posting (and the parties required to deliver the following information to
the Rule 17g-5 Information Provider agree to do so in such format) via






    	-378-



    	 



    

electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “CSAIL 2015-C3” 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 Rule 17g-5 Information Provider if or as may be necessary or beneficial):


 (A)         
all items delivered to the Rule 17g-5 Information Provider pursuant to Section 11.06;


 (B)         
all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Section 11.13(a)
and (b); and


 (C)         
any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement.


The Rule 17g-5
Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered
is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any
information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rule 17g-5 Information
Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not
be deemed to have obtained actual knowledge of any information only by receipt and posting to the Rule 17g-5 Information Provider’s
Website. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the
Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5
Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification
(which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). Questions regarding delivery of
information to the Rule 17g-5 Information Provider may be directed to (866) 846-4526 and 17g5informationprovider@ wellsfargo.com
(or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate).


In connection with
providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration
and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information
in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such
information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider
shall not be liable for its failure to make any information available to the Rating Agencies or other NRSROs unless such information
was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form of electronic
delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of this Agreement), with a subject
heading of “CSAIL 2015-C3” and sufficient detail to indicate that such information is required to be posted on the
Rule 17g-5 Information Provider’s Website. In connection with notifying a Registered Rating Agency of any information posted
to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall only be responsible for sending
such notices to the electronic mail address of such Registered Rating Agency as provided by such Registered






    	-379-



    	 



    

Rating Agency upon
its registration as user of the Rule 17g-5 Information Provider’s Website or upon any subsequent update of such electronic
mail address made by such Registered Rating Agency through the Rule 17g-5 Information Provider’s Website, and the Rule 17g-5
Information Provider shall not be responsible for sending any notices to any electronic mail address of any Registered Rating Agency
that is not provided to the Rule 17g-5 Information in the manner described in this sentence.


The 17g-5 Information
Provider shall make available, only to the Depositor and NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date
Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared
by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that
have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit
requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level reports and other
related information. Upon receipt of a 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 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 17g-5 Information Provider. 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 Trustee, 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, 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 Trustee, the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Trustee, 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 Trustee) 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, Trustee, 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






    	-380-



    	 



    

be attributable only to the respondent, and shall not be deemed to be answers from any other person. None of the Initial Purchasers,
the Depositor, nor any of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A
Forum and Document Request Tool and no such party shall have any responsibility or liability for the content of any such information.
The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s Website any Rating Agency
Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial
in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications
that are not submitted via the 17g-5 Information Provider’s Website.


(i)             
In connection with the delivery by the Master Servicer to the Rule 17g-5 Information Provider of any information, report,
notice or document for posting to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider
shall provide electronic confirmation to the Master Servicer or the Special Servicer, as applicable, of when such information,
report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website, and 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 promptly following the earlier of (a) receipt of notification from the Rule 17g-5 Information
Provider that such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s
Website and (b) the second Business Day after it has provided such information, report, notice or other document to the Rule 17g-5
Information Provider.


Section 11.14     
Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements. It is expressly agreed
and understood that, notwithstanding the assignment of the Mortgage Loan Documents, it is expressly intended that the Mortgage
Loan Sellers get the benefit of any securitization indemnification provisions in the Mortgage Loan Documents. Therefore, the Depositor,
Master Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate with any Mortgage Loan Seller at the sole reasonable
expense of such Mortgage Loan Seller with respect to the benefits of the provisions of any section of a Loan Agreement or securitization
cooperation agreement related to indemnification of the lender and/or its affiliates with respect to any securitization of the
related Mortgage Loan, including, without limitation, reassignment to the related Mortgage Loan Seller of such sections, but no
other portion of the Mortgage Loan Documents, to permit the related Mortgage Loan Seller and its respective affiliates to enforce
such provisions for their respective benefits; provided that none of the Depositor, Master Servicer, Special Servicer or
Trustee shall be required to take any action that is inconsistent with the Servicing Standard, would violate applicable law, the
terms and provisions of this Agreement or the Mortgage Loan Documents, would adversely affect any Certificateholder, would cause
either Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income
tax purposes, or would result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating an assignment under
this Section 11.14, such document shall be in form and substance reasonably acceptable to the Trustee.


[Signature Pages Follow]









    	-381-



    	 



    

IN WITNESS WHEREOF,
the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized all as of
the day and year first above written.

 







	 	CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., as Depositor
	 	 	 
		By:	/s/ Charles Y. Lee
	 	 	Name: Charles Y. Lee

Title: Vice President
	 	 	 









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

as Master Servicer
	 	 	 
		By:	/s/ Bradley J. Hauger
	 	 	Name:  Bradley J. Hauger

Title: Senior Vice President
	 	 	 









	 	RIALTO CAPITAL ADVISORS, LLC, 

as Special Servicer
	 	 	 
		By:	/s/ Cheryl Baizan
	 	 	Name: Cheryl Baizan

Title: Chief Financial Officer
	 	 	 









	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator
	 	 	 
		By:	/s/ Stacey Gross
	 	 	Name:  Stacey Gross

Title: Vice President




 






    	 



    	 



    

	 	 
		WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee
	 	 	 
		By:	/s/ Stacey Gross
	 	 	Name:  Stacey Gross

Title: Vice President




 












		PENTALPHA SURVEILLANCE LLC, 

as
Operating Advisor
	 	 	 
		By:	/s/ James Callahan
	 	 	Name: James Callahan

Title: Executive Director and Solely as an

          Authorized Signatory for Pentalpha

          Surveillance LLC



 



 






    	 



    	 



    






	STATE OF NEW YORK	)	 
	 	)	  ss:
	COUNTY OF NEW YORK     	)	 


 


On this 17th day of
August, 2015, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally
appeared Charles Y. Lee, to me known who, by me duly sworn, did depose and acknowledge before me and say that he is a Vice
President of Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation, the corporation described in and that
executed the foregoing instrument; and that he signed his name thereto under authority of the board of directors of said Delaware
corporation and on behalf of such Delaware corporation.


 


WITNESS my hand and seal hereto affixed the day
and year first above written.


 


	 	/s/ David S Tlusty
	 	
        Notary Public in and for the

        State of      

	 	
         

        DAVID S TLUSTY

        NOTARY PUBLIC-STATE OF NEW YORK

        No. 02TL6313133

        Qualified in New York County

        My Commission Expires October 14, 2018



 


My Commission expires:


 


[NOTARIAL SEAL]


 


 


 


 


 


 


 


 


 


 


 


CSAIL 2015-C3: POOLING AND SERVICING AGREEMENT


 




    


     

    

 


 


 


	 	 	 
	STATE OF  KANSAS	)	 
	 	)  	ss:
	COUNTY OF JOHNSON	)	 


 


On this 11th day of
August, 2015, before me, the undersigned, a Notary Public in and for the State of Kansas, duly commissioned and sworn, personally
appeared Bradley J. Hauger, to me known who, by me duly sworn, did depose and acknowledge before me and say that he is a Senior
Vice President of Midland Loan Services, a Division of PNC Bank, National Association, the entity described in and that executed
the foregoing instrument; and that he signed his name thereto under authority of the board of directors of said entity and on behalf
of such entity.


 


WITNESS my hand and seal hereto affixed the day
and year first above written.


 


	 	 /s/ Brent Kinder
	 	Notary Public in and for the

State of Kansas
	 	
         

        BRENT KINDER

        NOTARY PUBLIC - State of Kansas

        My Appt. Exp. January 30, 2018



 


 


 


 


 


 


 


CSAIL 2015-C3: POOLING AND SERVICING AGREEMENT




    


     

    

 


	 	 	 
	STATE OF FLORIDA 	)	 
	 	)  	ss:
	COUNTY OF MIAMI-DADE        	)	 


 


On this 17th day
of August, 2015, before me, the undersigned, a Notary Public in and for the State of Florida, duly commissioned and sworn,
personally appeared Cheryl Baizan, who is personally known to me to me known who, by me duly sworn, did depose and
acknowledge before me and say that she is the Chief Financial Officer of Rialto Capital Advisors, LLC, a Delaware limited
liability company, the Special Servicer described in and that executed the foregoing instrument; and that she signed her name
thereto under authority of the executive committee of the sole member of such limited liability company and on behalf of
such limited liability company.


 


WITNESS my hand and seal hereto affixed the day
and year first above written.


 


	 	/s/ Lori Buckler
	Notary Public in and for the 

State of Florida Miami-Dade
	 
	
         

         

        My Commission expires:

         

        [NOTARIAL SEAL]
	
        LORI BUCKLER

        MY COMMISSION EXPIRES

        February 2, 2018

        #FF 059264

        Bonded thru

        Notary Public Underwriters

        NOTARY PUBLIC STATE OF FLORIDA

         

         



 


 


 


 


 


CSAIL 2015-C3: POOLING AND SERVICING AGREEMENT



    


     

    




  


	State of: Maryland	)
	 	)  ss:
	County of: Howard	)


 


On the 10th day of August, 2015, before me,
a notary public in and for said State, personally appeared Stacey Gross, known to me to be a Vice President of Wells Fargo Bank,
N.A., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf
of said corporation, and acknowledged to me that such corporation executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this certificate first above written.


 


	
        AMY MARTIN

        NOTARY PUBLIC

        ANNE ARUNDEL COUNTY

        MARYLAND

        My Commission Expires 2-22-201
	/s/ Amy Martin
	Notary Public
	 
	 


 


 


 


 


 


CSAIL 2015-C3: POOLING AND SERVICING AGREEMENT




    


     

    

 


	STATE OF CONNECTICUT	)
	 	)  ss:
	COUNTY OF FAIRFIELD	)


 


On this 7th day of August, 2015, before me,
the undersigned, a Notary Public in and for the State of Connecticut, duly commissioned and sworn, personally appeared James Callahan,
to me known who, by me duly sworn, did depose and acknowledge before me and say that he is the Executive Director of Pentalpha
Surveillance LLC, a Delaware limited liability company, the person described in and that executed the foregoing instrument; and
that he signed his name thereto under authority of the board of directors of said company and on behalf of such company.


 


WITNESS my hand and seal hereto affixed the day
and year first above written.


 


	
        James M Micik Jr

        Notary Public

        State of Connecticut

        My Commission Expires October 31, 2019
	/s/ James M Micik Jr
	Notary Public in and for the

State of
	 
	
         

         

        My Commission expires:

         

         

        [NOTARIAL SEAL]



 


 


 


 


 


CSAIL 2015-C3: POOLING AND SERVICING AGREEMENT


 








    


     

    









 


EXHIBIT
A-1


 


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 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, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 





1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.


 






    	A-1-1



    	 



    






 




CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS A-1


 


	Pass-Through Rate: 1.7167%	 	 
	 	 	 
	First Distribution Date: September 17, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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: $60,509,000	 	 
	 	 	 





	
        CUSIP:   12635F AQ7 

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	ISIN:      US12635FAQ72



	 	 
	Common Code: 127945446	 	 
	 	 	 
	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-SB, Class X-


 






    	A-1-2



    	 



    

  


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 Class A-1 Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement 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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (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 preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if


 






    	A-1-3



    	 



    

  


such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights, in each case on behalf of the Trust, 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; (vi)
the Trustee’s rights on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s
rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts
and Lockbox Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each


 






    	A-1-4



    	 



    

  


Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account and the Excess Interest Distribution
Account, including any reinvestment income thereon; (ix) the Trustee’s rights on behalf of the Trust in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement and (xi) the Lower-Tier Regular
Interests.


 


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely



  



    	A-1-5



    	 



    




 


	 	 	affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);



  


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee
or (C) to the extent necessary to comply with the Investment Company Act, the Exchange Act, Regulation AB, and/or any related regulatory
actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the


 






    	A-1-6



    	 



    

  


Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loans, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate, or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then-outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special



 






    	A-1-7



    	 



    

 





	 	 	 
	 	 	Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 


		(vi)	adversely affect any Companion Loan Holder in its capacity as such without its consent;



 


		(vii)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property or interests in
property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum
of (A) the aggregate Purchase Price (excluding the amount described in clause (e) of the definition of Purchase Price) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of


 






    	A-1-8



    	 



    

  


the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early
Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii)
the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    	A-1-9



    	 



    




 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-1 Certificate to be duly executed. 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely
    as Certificate Administrator
	 	 	  
	 	By: 	 
	 	 	Authorized Signatory



  


Dated: ______________


 


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-1-10



    	 



    




 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-1 Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


 


I (we) further direct
the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented by the within Class
A-1 Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following address:


 


Date: _________________ 


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number










    	A-1-11



    	 



    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and
distributions: ___________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account
of __________________________ account number ________________________. This information is provided by
_________________________, the Assignee(s) named above or ________________________ as its (their)
agent. 





	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



 






    	A-1-12



    	 



    


 


 


EXHIBIT A-2


 


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 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, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


  


 



 


1
    Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2    
Global Certificate legend.




 






    	A-2-1



    	 



    

 







CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS A-2


 


	Pass-Through Rate: 3.0326%	 	 
	 	 	 
	First Distribution Date: September 17, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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: $148,324,000	 	 


 


	
        CUSIP: 12635F AR5 

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:     US12635FAR55



	 	 
	Common Code: 127945462	 	 
	 	 	 
	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-SB, Class X-A, Class


 






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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 A-2 Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement 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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (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 preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if


 






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such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights, in each case on behalf of the Trust, 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; (vi)
the Trustee’s rights on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s
rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts
and Lockbox Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each


 






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Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account and the Excess Interest Distribution
Account, including any reinvestment income thereon; (ix) the Trustee’s rights on behalf of the Trust in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement and (xi) the Lower-Tier Regular
Interests.


 


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess
                                                                     Liquidation Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master
                                                                     Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the
                                                                     change would not adversely



 






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	 	 	 affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);
	 	 	 
		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee
or (C) to the extent necessary to comply with the Investment Company Act, the Exchange Act, Regulation AB, and/or any related regulatory
actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of


 






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the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loans, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate, or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then-outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special



 






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	 	 	Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;
	 	 	 
		(vi)	adversely affect any Companion Loan Holder in its capacity as such without its consent;



 


		(vii)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property or interests in
property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum
of (A) the aggregate Purchase Price (excluding the amount described in clause (e) of the definition of Purchase Price) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of


 






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the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early
Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii)
the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






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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



 






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ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-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





 









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DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent. 





	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


  



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EXHIBIT
A-3


 


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 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, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


  


 



 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.


  






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CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS A-3


 


	Pass-Through Rate: 3.4465%	 	 
	 	 	 
	First Distribution Date: September 17, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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: $200,000,000	 	 


 


	
        CUSIP:  12635F AS3 

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:      US12635FAS39



	 	
	Common Code: 127945497	 	 
	 	 	 
	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-SB, Class X-A, Class


 






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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 A-3 Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement 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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (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 preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if


 






    	A-3-3



    	 



    

  


such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights, in each case on behalf of the Trust, 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; (vi)
the Trustee’s rights on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s
rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts
and Lockbox Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each


 






    	A-3-4



    	 



    

  


Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account and the Excess Interest Distribution
Account, including any reinvestment income thereon; (ix) the Trustee’s rights on behalf of the Trust in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement and (xi) the Lower-Tier Regular
Interests.


 


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


 


	       	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely 



  



    	A-3-5



    	 



    




 


	 	 	affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);
	 	 	 
		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee
or (C) to the extent necessary to comply with the Investment Company Act, the Exchange Act, Regulation AB, and/or any related regulatory
actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative
without the consent of the 


 






    	A-3-6



    	 



    

  


Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loans, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate, or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then-outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special



 






    	A-3-7



    	 



    

 





	 	 	Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;
	 	 	 
		(vi)	adversely affect any Companion Loan Holder in its capacity as such without its consent;



 


		(vii)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property or interests in
property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum
of (A) the aggregate Purchase Price (excluding the amount described in clause (e) of the definition of Purchase Price) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of


 






    	A-3-8



    	 



    

  


the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early
Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii)
the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    	A-3-9



    	 



    

  





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-3-10



    	 



    

  





ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-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-3-11



    	 



    

  


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________
for the account of __________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent. 


		 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



  



    	A-3-12



    	 



    

 




EXHIBIT
A-4


 


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 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, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


1         
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2         

Global Certificate legend.



 






    	A-4-1



    	 



    

  





CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS A-4


 


	Pass-Through Rate: 3.7182%	 	 
	 	 	 
	First Distribution Date: September 17, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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: $502,390,000	 	 


 


	
        CUSIP:    12635F AT1 

         
	 	Initial Certificate Principal Amount of this Certificate: $[500,000,000][2,390,000]
	
        ISIN:       US12635FAT12



	 	 
	Common Code: 127945519	 	 
	 	 	 
	No.: [A-4-1][A-4-2]	 	 


 





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 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-SB, Class X-A, Class


 






    	A-4-2



    	 



    

  


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 A-4 Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement 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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (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 preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if


 






    	A-4-3



    	 



    

 





such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights, in each case on behalf of the Trust, 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; (vi)
the Trustee’s rights on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s
rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts
and Lockbox Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each






    	A-4-4



    	 



    

  


Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account and the Excess Interest Distribution
Account, including any reinvestment income thereon; (ix) the Trustee’s rights on behalf of the Trust in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement and (xi) the Lower-Tier Regular
Interests.


 


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess
                                                                     Liquidation Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master
                                                                     Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the
                                                                     change would not adversely



 






    	A-4-5



    	 



    

  


	 	 	 affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);
	 	 	 
		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee
or (C) to the extent necessary to comply with the Investment Company Act, the Exchange Act, Regulation AB, and/or any related regulatory
actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the


 






    	A-4-6



    	 



    

  


Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loans, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate, or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then-outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                                                adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent
                                                                to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special 



 






    	A-4-7



    	 



    

 





	 	 	Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;
	 	 	 
		(vi)	adversely affect any Companion Loan Holder in its capacity as such without its consent;



 


		(vii)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property or interests in
property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum
of (A) the aggregate Purchase Price (excluding the amount described in clause (e) of the definition of Purchase Price) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of 


 






    	A-4-8



    	 



    

  


the Controlling
Class Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within
30 days following the Early Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling
and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the
Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by
an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii)
the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    	A-4-9



    	 



    

 



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-4-10



    	 



    





 





ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-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-4-11



    	 



    

 








DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number _________________________. This information is provided by ___________________________,
the Assignee(s) named above or ___________________________ as its (their) agent. 





		 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 






    	A-4-12



    	 



    

 


EXHIBIT A-5


 


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 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, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 






 





		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.



 






    	A-5-1



    	 



    

   


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS A-SB


 


	Pass-Through Rate: 3.4481%	 	 
	 	 	 
	First Distribution Date: September 17, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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: $82,627,000	 	 


 


	
        CUSIP:  12635F
AU8

         
	 	Initial Certificate Principal Amount of this Certificate: $[    ]
	
        ISIN:      US12635FAU84

        

	 	 
	Common Code: 127945527	 	 
	 	 	 
	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 X-A, Class


 






    	A-5-2



    	 



    

 


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 A-SB Certificates, the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement 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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (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 preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if


 






    	A-5-3



    	 



    

 


such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the
related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights, in each case on behalf of the Trust, 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; (vi)
the Trustee’s rights on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s
rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts
and Lockbox Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each


 






    	A-5-4



    	 



    

 


Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account and the Excess Interest
Distribution Account, including any reinvestment income thereon; (ix) the Trustee’s rights on behalf of the Trust in any
environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase
Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement and (xi) the
Lower-Tier Regular Interests.


 


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely



 






    	A-5-5



    	 



    




 





			affect in any material respect
the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion of counsel (at the expense
of the party requesting the amendment);



  


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee
or (C) to the extent necessary to comply with the Investment Company Act, the Exchange Act, Regulation AB, and/or any related regulatory
actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the


 






    	A-5-6



    	 



    

 


Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loans, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate, or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then-outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special



 






    	A-5-7



    	 



    




 





			Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;







 


		(vi)	adversely affect any Companion Loan Holder in its capacity as such without its consent;



 


		(vii)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property or interests in
property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum
of (A) the aggregate Purchase Price (excluding the amount described in clause (e) of the definition of Purchase Price) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of


 






    	A-5-8



    	 



    




 


the
Controlling Class Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing
within 30 days following the Early Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling
and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust
Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights
thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii)
the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    	A-5-9



    	 



    




 


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-5-10



    	 



    

  


ASSIGNMENT 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-SB Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class A-SB Certificate of the entire Percentage Interest represented
by the within Class A-SB Certificates to the above-named Assignee(s) and to deliver such Class A-SB Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-5-11



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number




 






    	A-5-12



    	 



    




 


EXHIBIT
A-6


 


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 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-SB AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-A CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 





 






 





		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
Certificate legend.



 






    	A-6-1



    	 



    




 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-6-2



    	 



    

   


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS X-A


	Pass-Through Rate: Variable
IO1	 	 
	 	 	 
	First Distribution Date: September 17, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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: $1,080,812,000	 	 
	 	 	 


 


	
        CUSIP: 12635F AV6 

         
	 	
        Initial Notional Amount of this
Certificate: $[500,000,000][500,000,000][80,812,000]

	ISIN: US12635FAV67	 	 
	
          

        Common Code: 127945535
	 	 
	 	 	 
	No.: [X-A-1][X-A-2][X-A-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-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-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


 





 



 


1
The approximate Pass-Through Rate as of the Closing Date is 1.0395%.


 






    	A-6-3



    	 



    

 


E,
Class F, Class NR, Class R and Class Z Certificates (together with the Class X-A Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (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.


 


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 preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner,


 






    	A-6-4



    	 



    

 


but
only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may
be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights, in each case on behalf of the Trust, 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; (vi)
the Trustee’s rights on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s
rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts
and Lockbox Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account and the Excess Interest Distribution
Account, including any reinvestment income thereon; (ix) the Trustee’s rights on behalf of the Trust in any


 






    	A-6-5



    	 



    




 


environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement and (xi) the Lower-Tier
Regular Interests.


 


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);



 






    	A-6-6



    	 



    




 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee
or (C) to the extent necessary to comply with the Investment Company Act, the Exchange Act, Regulation AB, and/or any related regulatory
actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;






 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan


 






    	A-6-7



    	 



    

 


Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loans, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate, or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then-outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 






    	A-6-8



    	 



    




 


		(vi)	adversely affect any Companion Loan Holder in its capacity as such without its consent;



 


		(vii)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property or interests in
property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum
of (A) the aggregate Purchase Price (excluding the amount described in clause (e) of the definition of Purchase Price) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early
Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the


 






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Trust
Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights
thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii)
the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    	A-6-10



    	 



    




 


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-6-11



    	 



    

 


ASSIGNMENT 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-A Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented
by the within Class X-A Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number













    	A-6-12



    	 



    


 


DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number _______________________. This information is provided by ________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number




 

    	A-6-13



    	 



    

  


EXHIBIT
A-7


 


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 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-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 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS X-B


	Pass-Through Rate: 0.2500%	 	 
	 	 	 
	First Distribution Date: September 17, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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: $86,961,000	 	 


 


	
        CUSIP:  12635F
AW4 

         
	 	
        Initial Notional Amount of this
Certificate: $[    ]

	ISIN:      US12635FAW41	 	 
	 	 	 
	Common Code: 127945543	 	 
	 	 	 
	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-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-B Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 






    	A-7-3



    	 



    




 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (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.


 


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 preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 






    	A-7-4



    	 



    




 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights, in each case on behalf of the Trust, 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; (vi)
the Trustee’s rights on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s
rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts
and Lockbox Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account and the Excess Interest Distribution
Account, including any reinvestment income thereon; (ix) the Trustee’s rights on behalf of the Trust in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement and (xi) the Lower-Tier Regular
Interests.


 






    	A-7-5



    	 



    

  


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add
to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor
Trust as a grantor trust or to avoid or minimize the



 






    	A-7-6



    	 



    




 





			risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee
or (C) to the extent necessary to comply with the Investment Company Act, the Exchange Act, Regulation AB, and/or any related regulatory
actions and/or interpretations;



  


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan


 






    	A-7-7



    	 



    

 


Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loans, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate, or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then-outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 


		(vi)	adversely affect any Companion Loan Holder in its capacity as such without its consent;



 






    	A-7-8



    	 



    




 


		(vii)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property or interests in
property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum
of (A) the aggregate Purchase Price (excluding the amount described in clause (e) of the definition of Purchase Price) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early
Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator
shall be


 






    	A-7-9



    	 



    

 


entitled
to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii)
the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    	A-7-10



    	 



    




 


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-7-11



    	 



    

  


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 X-B Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class X-B Certificate of the entire Percentage Interest represented
by the within Class X-B Certificates to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-7-12



    	 



    

 


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-7-13



    	 



    


 


EXHIBIT A-8


 


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR


 





 






 





		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



    	 



    




 


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.


 


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 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS X-D


	Pass-Through Rate: 1.0000%	 
	 	 
	First Distribution Date: September 17, 2015	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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: $72,764,000	 


 


	
        CUSIP:   12635F
BB91

U2288N AH82

12635F BC73 

         
	
        Initial Notional Amount of this
Certificate: $[    ]

	
        ISIN:       US12635FBB944

  USU2288NAH805

  US12635FBC776 
	 
	 	 
	Common Code: 1279615147 1279615228	 
	 	 
	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-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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-D Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-D





 



    	A-8-4



    	 



    

 





Certificates
is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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 (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in
respect of any REO Property (but in the case 


  






    	A-8-5



    	 



    

 


of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights, in each case on behalf
of the Trust, 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; (vi) the Trustee’s rights on behalf of the Trust in any Assignment of
Leases and any security agreements; (vii) the Trustee’s rights on behalf of the Trust under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights, in each case on behalf of the Trust, in the Escrow Accounts and Lockbox Accounts and all proceeds of the Mortgage Loans
deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account and the Excess Interest Distribution Account, including any reinvestment income thereon; (ix)
the Trustee’s rights on behalf of the Trust in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement and (xi) the Lower-Tier Regular Interests.


 


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


 



    	A-8-6



    	 



    




 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee
or (C) to the extent necessary to comply with the Investment Company Act, the Exchange Act, Regulation AB, and/or any related regulatory
actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in
the Pooling and Servicing Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations
of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such
party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party
or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided,



 






    	A-8-7



    	 



    

  





			further that notice
of such modification is provided to all parties to the Pooling and Servicing Agreement; and



  


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 






    	A-8-8



    	 



    




 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loans, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate, or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then-outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 


		(vi)	adversely affect any Companion Loan Holder in its capacity as such without its consent;



 


		(vii)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included


 






    	A-8-9



    	 



    

 


in
the Trust Fund, and all property or interests in property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price (excluding the amount described in clause (e)
of the definition of Purchase Price) of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B)
the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust Fund, as determined by the
Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket
expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless
the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with
respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such
purchase, the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to
the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the purchasing
Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early
Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund


 






    	A-8-10



    	 



    

 


pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom,
living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall
be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 









    	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-9


CSAIL
2015-C3 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR





 





1
   Temporary Regulation S Global Certificate legend.


2
   Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3
   Global Certificate legend.







    	A-9-1



    	 



    

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-9-2



    	 



    

CSAIL 2015-C3 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS X-E





	Pass-Through Rate:  Variable IO1	 	 
	 	 	 
	First Distribution Date: September 17, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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:  $35,495,000	 	 


 


	
        CUSIP:   12635F
AA22

U2288N AA33

12635F AB04 
	 	
        Initial Notional Amount of this Certificate:
$[    ]

	 	 	 
	
        ISIN:       US12635FAA215
  USU2288NAA386
  US12635FAB047 
	 	 
	 	 	 
	Common Code: 1279456678  1279457489	 	 



 





 





1
The initial approximate Pass-Through Rate as of the Closing Date is 1.2876%.


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-9-3



    	 



    

 


	 	 	 
	No.:  [X-E-1][X-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 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-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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-E Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


Interest accrued
on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related






    	A-9-4



    	 



    

 


Distribution
Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect
to any Distribution Date and with respect to the Class X-E Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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






    	A-9-5



    	 



    

 


Property
(but in the case of each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues
received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest
in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights, in
each case on behalf of the Trust, 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; (vi) the Trustee’s rights on behalf of the Trust in any
Assignment of Leases and any security agreements; (vii) the Trustee’s rights on behalf of the Trust under any indemnities
or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights, in each case on behalf of the Trust, in the Escrow Accounts and Lockbox Accounts and all proceeds of the Mortgage Loans
deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account and the Excess Interest Distribution Account, including any reinvestment income thereon; (ix)
the Trustee’s rights on behalf of the Trust in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01
of the Pooling and Servicing Agreement and (xi)  the Lower-Tier Regular Interests.


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


The Pooling and
Servicing Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:






    	A-9-6



    	 



    

		 	 



		(i)	to cure any ambiguity to the extent that it does not adversely
affect any holders of Certificates or any Serviced Companion Loan Holder;
	 	 	 



		(ii)	to correct or supplement any of its provisions which may
be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus
or the Prospectus Supplement or to correct any error;
	 	 	 



		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
	 	 	 



		(iv)	to modify, eliminate or add to any of its provisions (A) to
the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate
Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the
action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not
adversely affect in any material respect the interests of any holder of the Certificates or, if applicable, any Serviced Companion
Loan Holder, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates,
provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer
of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company
Act, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;
	 	 	 



		(v)	to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely
affect in any material respect the interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as
evidenced by an opinion of counsel;
	 	 	 



		(vi)	to modify the procedures in the Pooling and Servicing
Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee,
the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent
(which consent may not be withheld unless such modification would materially adversely affect such party or materially increase
such party’s obligations under the Pooling and Servicing Agreement); provided,



 



    	A-9-7



    	 



    




 


			further that notice of such modification is provided to all parties
to the Pooling and Servicing Agreement; and
	 	 	 



		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating
Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Serviced Companion Loan Holder;



provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


The Pooling and
Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates
affected by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 



    	A-9-8



    	 



    
 

		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans (or Serviced Whole Loans, if applicable) which are required to be distributed on a
Certificate of any Class without the consent of the Holder of that Certificate, or that are required to be distributed to any
holder of a Serviced Companion Loan without the consent of that holder;
	 	 	 



		(ii)	reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to the amendment or remove the requirement to obtain the consent of any Serviced
Companion Loan Holder without the consent of the Holders of all Certificates of that Class then-outstanding or the consent of
each Serviced Companion Loan Holder, as applicable;
	 	 	 



		(iii)	change in any manner the obligations or rights of any
Mortgage Loan Seller under the Pooling and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller;
	 	 	 



		(iv)	change the definition of “Servicing Standard”
without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;
	 	 	 



		(v)	without the consent of 100% of the Certificateholders
of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;
	 	 	 



		(vi)	adversely affect any Companion Loan Holder in its capacity
as such without its consent;
	 	 	 



		(vii)	adversely affect the Controlling Class Representative
without the consent of 100% of the Controlling Class Certificateholders; or
	 	 	 



		(viii)	change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.



The Holders of
the Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included






    	A-9-9



    	 



    

 


in
the Trust Fund, and all property or interests in property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price (excluding the amount described in clause (e)
of the definition of Purchase Price) of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B)
the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust Fund, as determined by the
Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket
expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless
the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with
respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such
purchase, the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to
the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the purchasing
Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


The Holders of
the Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early
Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling
and Servicing Agreement.


The respective
obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate
Administrator and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans
(other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling
and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final
Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the voluntary exchange by the Remaining Certificateholder of its
Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund 






    	A-9-10



    	 



    

 


pursuant to
Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created thereby continue beyond the expiration of twenty-one years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the
date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into
the Collection Account by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 



    	A-9-11



    	 



    



  


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-9-12



    	 



    




 

ASSIGNMENT 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-E Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class X-E Certificate of the entire Percentage Interest represented
by the within Class X-E Certificates to the above-named Assignee(s) and to deliver such Class X-E Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number






 



    	A-9-13



    	 



    


 


DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ________________________,
the Assignee(s) named above or __________________________ as its (their) agent.

	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number




 



    	A-9-14



    	 



    







EXHIBIT A-10



CSAIL 2015-C3 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR





 





 


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



    	 



    

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-10-2



    	 



    

 CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS X-F


	 	 	 
	Pass-Through Rate:  Variable IO1	 	 
	 	 	 
	First Distribution Date: September 17, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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:  $14,197,000	 	 


 


	
        CUSIP:   12635F
AC82

U2288N AB13

12635F AD64

         
	 	
        Initial Notional Amount of this Certificate:
$[    ]

	
        ISIN:       US12635FAC865

  USU2288NAB116

  US12635FAD697 
	 	 
	 	 	 
	
        Common Code: 1279456838  1279457649
	 	 



 





 



1
The initial approximate Pass-Through Rate as of the Closing Date is 1.2876%.


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-10-3



    	 



    

 


	 	 	 
	No.:  [X-F-1][X-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 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-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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (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






    	A-10-4



    	 



    

 


Distribution
Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect
to any Distribution Date and with respect to the Class X-F Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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






    	A-10-5



    	 



    

 


Property
(but in the case of each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues
received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest
in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights, in
each case on behalf of the Trust, 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; (vi) the Trustee’s rights on behalf of the Trust in any
Assignment of Leases and any security agreements; (vii) the Trustee’s rights on behalf of the Trust under any indemnities
or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights, in each case on behalf of the Trust, in the Escrow Accounts and Lockbox Accounts and all proceeds of the Mortgage Loans
deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account and the Excess Interest Distribution Account, including any reinvestment income thereon; (ix)
the Trustee’s rights on behalf of the Trust in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01
of the Pooling and Servicing Agreement and (xi)  the Lower-Tier Regular Interests.


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


The Pooling and
Servicing Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:






    	A-10-6



    	 



    


		(i)	to cure any ambiguity to the extent that it does not adversely
affect any holders of Certificates or any Serviced Companion Loan Holder;
	 	 	 



		(ii)	to correct or supplement any of its provisions which may
be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus
or the Prospectus Supplement or to correct any error;
	 	 	 



		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
	 	 	 



		(iv)	to modify, eliminate or add to any of its provisions (A) to
the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate
Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the
action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not
adversely affect in any material respect the interests of any holder of the Certificates or, if applicable, any Serviced Companion
Loan Holder, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates,
provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer
of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company
Act, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;
	 	 	 



		(v)	to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely
affect in any material respect the interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as
evidenced by an opinion of counsel;
	 	 	 



		(vi)	to modify the
procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that such modification does not
increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special
Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely
affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided,



 






    	A-10-7



    	 



    

 


	 	 	further that notice of such
modification is provided to all parties to the Pooling and Servicing Agreement; and
	 	 	 



		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating
Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Serviced Companion Loan Holder;



provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


The Pooling and
Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates
affected by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:






    	A-10-8



    	 



    




		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans (or Serviced Whole Loans, if applicable) which are required to be distributed on a
Certificate of any Class without the consent of the Holder of that Certificate, or that are required to be distributed to any
holder of a Serviced Companion Loan without the consent of that holder;
	 	 	 



		(ii)	reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to the amendment or remove the requirement to obtain the consent of any Serviced
Companion Loan Holder without the consent of the Holders of all Certificates of that Class then-outstanding or the consent of
each Serviced Companion Loan Holder, as applicable;
	 	 	 



		(iii)	change in any manner the obligations or rights of any
Mortgage Loan Seller under the Pooling and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller;
	 	 	 



		(iv)	change the definition of “Servicing Standard”
without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;
	 	 	 



		(v)	without the consent of 100% of the Certificateholders
of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;
	 	 	 



		(vi)	adversely affect any Companion Loan Holder in its capacity
as such without its consent;
	 	 	 



		(vii)	adversely affect the Controlling Class Representative
without the consent of 100% of the Controlling Class Certificateholders; or
	 	 	 



		(viii)	change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.



The Holders of
the Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included






    	A-10-9



    	 



    

 


in
the Trust Fund, and all property or interests in property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price (excluding the amount described in clause (e)
of the definition of Purchase Price) of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B)
the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust Fund, as determined by the
Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket
expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless
the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with
respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such
purchase, the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to
the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the purchasing
Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


The Holders of
the Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early
Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling
and Servicing Agreement.


The respective
obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate
Administrator and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans
(other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling
and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final
Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the voluntary exchange by the Remaining Certificateholder of its
Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund 






    	A-10-10



    	 



    

 


pursuant to
Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created thereby continue beyond the expiration of twenty-one years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the
date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into
the Collection Account by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.






    	A-10-11



    	 



    





 





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-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-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-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
2015-C3 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR





 



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



    	 



    

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-11-2



    	 



    

 CSAIL 2015-C3 COMMERCIAL MORTGAGE
TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS X-NR


	 	 	 
	Pass-Through Rate:  Variable IO1	 	 
	 	 	 
	First Distribution Date: September 17, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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: $65,666,014	 	 


 


	
        CUSIP:  12635F
AE42

                U2288N AC93

                12635F AF14

         
	 	
        Initial Notional
Amount of this Certificate: $[    ]

	
        ISIN:       US12635FAE435

                USU2288NAC936

                US12635FAF187 
	 	 
	 	 	 
	
        Common Code: 1279456918 1279457729
	 	 



 





 



1
The initial approximate Pass-Through Rate as of the Closing Date is 1.2876%.


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-11-3



    	 



    

 


	 	 	 
	No.:  [X-NR-1][X-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 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-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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (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






    	A-11-4



    	 



    

 


Distribution
Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” with respect
to any Distribution Date and with respect to the Class X-NR Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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






    	A-11-5



    	 



    

 


Property
(but in the case of each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues
received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest
in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights, in
each case on behalf of the Trust, 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; (vi) the Trustee’s rights on behalf of the Trust in any
Assignment of Leases and any security agreements; (vii) the Trustee’s rights on behalf of the Trust under any indemnities
or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights, in each case on behalf of the Trust, in the Escrow Accounts and Lockbox Accounts and all proceeds of the Mortgage Loans
deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account and the Excess Interest Distribution Account, including any reinvestment income thereon; (ix)
the Trustee’s rights on behalf of the Trust in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01
of the Pooling and Servicing Agreement and (xi)  the Lower-Tier Regular Interests.


 


 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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


The Pooling and
Servicing Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:






    	A-11-6



    	 



    

 


		(i)	to cure any ambiguity to the extent that it does not adversely
affect any holders of Certificates or any Serviced Companion Loan Holder;
	 	 	 



		(ii)	to correct or supplement any of its provisions which may
be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus
or the Prospectus Supplement or to correct any error;
	 	 	 



		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
	 	 	 



		(iv)	to modify, eliminate or add to any of its provisions (A) to
the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate
Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the
action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not
adversely affect in any material respect the interests of any holder of the Certificates or, if applicable, any Serviced Companion
Loan Holder, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates,
provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer
of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company
Act, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;
	 	 	 



		(v)	to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely
affect in any material respect the interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as
evidenced by an opinion of counsel;
	 	 	 



		(vi)	to modify the
procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that such modification does not
increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special
Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely
affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided,



 






    	A-11-7



    	 



    

 


	 	 	further that notice of such
modification is provided to all parties to the Pooling and Servicing Agreement; and
	 	 	 



		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating
Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Serviced Companion Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


The Pooling and
Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates
affected by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:






    	A-11-8



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans (or Serviced Whole Loans, if applicable) which are required to be distributed on a
Certificate of any Class without the consent of the Holder of that Certificate, or that are required to be distributed to any
holder of a Serviced Companion Loan without the consent of that holder;
	 	 	 



		(ii)	reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to the amendment or remove the requirement to obtain the consent of any Serviced
Companion Loan Holder without the consent of the Holders of all Certificates of that Class then-outstanding or the consent of
each Serviced Companion Loan Holder, as applicable;
	 	 	 



		(iii)	change in any manner the obligations or rights of any
Mortgage Loan Seller under the Pooling and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller;
	 	 	 



		(iv)	change the definition of “Servicing Standard”
without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;
	 	 	 



		(v)	without the consent of 100% of the Certificateholders
of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;
	 	 	 



		(vi)	adversely affect any Companion Loan Holder in its capacity
as such without its consent;
	 	 	 



		(vii)	adversely affect the Controlling Class Representative
without the consent of 100% of the Controlling Class Certificateholders; or
	 	 	 



		(viii)	change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.
	 	 	 



The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included






    	A-11-9



    	 



    

 


in
the Trust Fund, and all property or interests in property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price (excluding the amount described in clause (e)
of the definition of Purchase Price) of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B)
the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust Fund, as determined by the
Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket
expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless
the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with
respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such
purchase, the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to
the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the purchasing
Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early
Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling
and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the voluntary exchange by the Remaining Certificateholder of its
Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund






    	A-11-10



    	 



    

 


pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom,
living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall
be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.






    	A-11-11



    	 



    

 




 


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-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-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-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
2015-C3 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 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.


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 


 



1
    Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2
    Global Certificate legend.








    	A-12-1



    	 



    






CSAIL
2015-C3 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS A-S


	Pass-Through Rate:  The lesser of 4.0532% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: September 17, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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:  $86,962,000	 	 
	 	 	 





	
        CUSIP:
   12635F AX2 
	 	Initial Certificate Principal Amount of this Certificate: $[    ] 
	 	 	 
	
        ISIN:        US12635FAX24
	 	 
	 	 	 
	Common Code: 127945560	 	 
	 	 	 
	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-SB, Class X-A,
Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class B, Class C,






    	A-12-2



    	 



    

 


Class D,
Class E, Class F, Class NR, Class R and Class Z Certificates (together with the Class A-S Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement 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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (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 preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less






    	A-12-3



    	 



    

 


than
five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in the notice to Certificateholders of such final distribution.





Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights, in each case on behalf of the Trust, 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; (vi)
the Trustee’s rights on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s
rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts
and Lockbox Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve






    	A-12-4



    	 



    

 


Account
and any REO Account and the Excess Interest Distribution Account, including any reinvestment income thereon; (ix) the Trustee’s
rights on behalf of the Trust in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and
Servicing Agreement and (xi)  the Lower-Tier Regular Interests.





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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


The Pooling and
Servicing Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


		(i)	to cure any ambiguity to the extent that it does not adversely
affect any holders of Certificates or any Serviced Companion Loan Holder;
	 	 	 



		(ii)	to correct or supplement any of its provisions which may
be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus
or the Prospectus Supplement or to correct any error;
	 	 	 



		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or



 






    	A-12-5



    	 



    

 


	 	 	 Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
	 	 	 



		(iv)	to modify, eliminate or add to any of its provisions (A) to
the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate
Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the
action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not
adversely affect in any material respect the interests of any holder of the Certificates or, if applicable, any Serviced Companion
Loan Holder, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates,
provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer
of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company
Act, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;
	 	 	 



		(v)	to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely
affect in any material respect the interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as
evidenced by an opinion of counsel;
	 	 	 



		(vi)	to modify the procedures in the Pooling and Servicing
Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee,
the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent
(which consent may not be withheld unless such modification would materially adversely affect such party or materially increase
such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such
modification is provided to all parties to the Pooling and Servicing Agreement; and
	 	 	 



		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating
Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Serviced Companion Loan Holder;
	 	 	 



provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive






    	A-12-6



    	 



    

 


information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


The Pooling and
Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates
affected by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans (or Serviced Whole Loans, if applicable) which are required to be distributed on a
Certificate of any Class without the consent of the Holder of that Certificate, or that are required to be distributed to any
holder of a Serviced Companion Loan without the consent of that holder;
	 	 	 



		(ii)	reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to the amendment or remove the requirement to obtain the consent of any Serviced
Companion Loan Holder without the consent of the Holders of all Certificates of that Class then-outstanding or the consent of
each Serviced Companion Loan Holder, as applicable;
	 	 	 



		(iii)	change in any manner the obligations or rights of any
Mortgage Loan Seller under the Pooling and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller;
	 	 	 



		(iv)	change the definition of “Servicing Standard”
without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;
	 	 	 



		(v)	without the consent of 100% of the Certificateholders
of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right 



 






    	A-12-7



    	 



    

 


	 	 	of the Certificateholders
to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;
	 	 	 



		(vi)	adversely affect any Companion Loan Holder in its capacity
as such without its consent;
	 	 	 



		(vii)	adversely affect the Controlling Class Representative
without the consent of 100% of the Controlling Class Certificateholders; or
	 	 	 



		(viii)	change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.
	 	 	 



The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property or interests in
property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum
of (A) the aggregate Purchase Price (excluding the amount described in clause (e) of the definition of Purchase Price) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer)






    	A-12-8



    	 



    

 


 


of
its intention to do so in writing within 30 days following the Early Termination Notice Date. All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by
the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any
determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.





The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii)
the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable promptly following receipt thereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.






    	A-12-9



    	 



    









IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-S Certificate to be duly executed.

	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory





 Dated:
______________


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-12-10



    	 



    




 

ASSIGNMENT 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-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-12-11



    	 



    


 


DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by _____________________,
the Assignee(s) named above or ______________________________ as its (their) agent.

	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number




 



    	A-12-12



    	 



    










EXHIBIT
A-13


 


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 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.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 






 


1
   Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
   Global Certificate legend.



 






    	A-13-1



    	 



    

 



CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS B


 


	Pass-Through Rate:  The WAC Rate minus 0.25%1	 	 
	 	 	 
	First Distribution Date: September 17, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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:  $86,961,000	 	 
	 	 	 
	
        CUSIP:  12635F
AY0 
	 	Initial Certificate Principal Amount of this Certificate: $[   ] 
	 	 	 
	ISIN:      US12635FAY07	 	 
	 	 	 
	Common Code: 127945578	 	 
	 	 	 
	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-SB, Class X-A,
Class X-B, Class X-D,





 


 



 


1
    The initial approximate Pass-Through Rate as of the Closing Date is 4.2576%.


 






    	A-13-2



    	 



    

  


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 “Certificates”; the Holders
of Certificates issued under the Pooling and Servicing Agreement 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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (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
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if


 






    	A-13-3



    	 



    

  


such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights, in each case on behalf of the Trust, 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; (vi)
the Trustee’s rights on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s
rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts
and Lockbox Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each


 






    	A-13-4



    	 



    

 





Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account and the Excess Interest Distribution
Account, including any reinvestment income thereon; (ix) the Trustee’s rights on behalf of the Trust in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement and (xi)  the Lower-Tier
Regular Interests.


 


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


 





		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely 



 






    	A-13-5



    	 



    

 





	 	 	affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);
	 	 	 
		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee
or (C) to the extent necessary to comply with the Investment Company Act, the Exchange Act, Regulation AB, and/or any related regulatory
actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the


 






    	A-13-6



    	 



    

  


Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loans, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate, or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then-outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special 



  



    	A-13-7



    	 



    




 


	 	 	Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;
	 	 	 
		(vi)	adversely affect any Companion Loan Holder in its capacity as such without its consent;



 


		(vii)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property or interests in
property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum
of (A) the aggregate Purchase Price (excluding the amount described in clause (e) of the definition of Purchase Price) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of


 






    	A-13-8



    	 



    

  


the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early
Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii)
the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    	A-13-9



    	 



    

  





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class B Certificate to be duly executed. 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,


	 	not in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








 


Dated: ______________ 


 


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-13-10



    	 



    

  




ASSIGNMENT




FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class B Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.  


I (we) further direct
the Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented by the within Class
B Certificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following address:


 


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number




 






    	A-13-11



    	 



    








 







DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:




Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ________________________,
the Assignee(s) named above or ___________________________ as its (their) agent.


	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number





 






    	A-13-12



    	 



    




 


EXHIBIT
A-14


 


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 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.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 





1
   Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2   Global
Certificate legend.



 






    	A-14-1



    	 



    

 


 


 



CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS C


 


	Pass-Through
Rate: WAC Rate1	 	 
	 	 	 
	First Distribution Date: September 17, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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: $63,891,000	 	 
	 	 	 
	CUSIP:   12635F AZ7	 	Initial Certificate Principal Amount of this Certificate: $[    ] 
	 	 	 
	
        ISIN:       US12635FAZ71  
	 	 
	 	 	 
	Common Code: 127945594	 	 
	 	 	 
	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-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,


 





 



 


1
    The initial approximate Pass-Through Rate as of the Closing Date is 4.5076%. 


 






    	A-14-2



    	 



    

  


Class R and Class Z Certificates (together with the Class C Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement 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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (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
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less


 






    	A-14-3



    	 



    

  


than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights, in each case on behalf of the Trust, 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; (vi)
the Trustee’s rights on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s
rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts
and Lockbox Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve


 






    	A-14-4



    	 



    

  


Account and any REO Account and the Excess Interest Distribution
Account, including any reinvestment income thereon; (ix) the Trustee’s rights on behalf of the Trust in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement and (xi) the Lower-Tier Regular
Interests.


 


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely
affect in any material respect the interests of any Certificateholder or



 






    	A-14-5



    	 



    

 





	 	 	Serviced Companion Loan Holder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);
	 	 	 
		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee
or (C) to the extent necessary to comply with the Investment Company Act, the Exchange Act, Regulation AB, and/or any related regulatory
actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive


 






    	A-14-6



    	 



    

  


information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loans, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate, or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then-outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right



 






    	A-14-7



    	 



    

  


	 	 	of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;
	 	 	 
		(vi)	adversely affect any Companion Loan Holder in its capacity as such without its consent;



 


		(vii)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property or interests in
property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum
of (A) the aggregate Purchase Price (excluding the amount described in clause (e) of the definition of Purchase Price) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer)


 






    	A-14-8



    	 



    

  


of its
intention to do so in writing within 30 days following the Early Termination Notice Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii)
the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    	A-14-9



    	 



    

  





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class C Certificate to be duly executed. 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,


	 	not in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory






 


Dated: ______________ 


 


 


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-14-10



    	 



    

 


 


ASSIGNMENT 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class C Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 





I (we) further direct
the Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented by the within Class
C Certificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following address:


 


Date: _________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number





 






    	A-14-11



    	 



    




   


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:




Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number _________________________. This information is provided by ________________________,
the Assignee(s) named above or __________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-14-12



    	 



    





 



EXHIBIT
A-15


 


CSAIL
2015-C3 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS D


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE 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.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1          Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2          Global Certificate legend.


 






    	A-15-1



    	 



    

 


CSAIL
2015-C3 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS D


 


	Pass-Through
    Rate:        WAC Rate minus 1.00%1	 	 
	 	 	 
	First Distribution Date: September 17, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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: $72,764,000	 	 


 


	CUSIP:        12635F BA1	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
         

        ISIN:            US12635FBA12

         
	 	 
	Common Code: 127945616	 	 
	 	 	 
	No.: D-1	 	 


 


This certifies that
[          ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, 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


 


 



 


1 The initial approximate Pass-Through Rate as of the Closing Date is 3.5076%.


 






    	A-15-2



    	 



    

 


Class A-1, Class
A-2, 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, 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 issued under the Pooling and Servicing Agreement 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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class D Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder


 






    	A-15-3



    	 



    

 


at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights, in each case on behalf of the Trust, 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; (vi)
the Trustee’s rights on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s
rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts
and Lockbox


 






    	A-15-4



    	 



    

 


Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account and the Excess Interest Distribution
Account, including any reinvestment income thereon; (ix) the Trustee’s rights on behalf of the Trust in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement and (xi) the Lower-Tier Regular
Interests.


 


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its
provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof
in the Prospectus or the Prospectus Supplement or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits
in the Collection Account, the Excess Liquidation Proceeds Reserve Account, any Distribution Account or any REO Account, provided
that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to 



 






    	A-15-5



    	 



    

 


		 	the
related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder
or Serviced Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);




 


		(iv)	to modify, eliminate or add to any of its
provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a
grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee
and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to
the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2)
the action will not adversely affect in any material respect the interests of any holder of the Certificates or, if applicable,
any Serviced Companion Loan Holder, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect
to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the
amendment will not adversely affect in any material respect the interests of any Certificateholder or, if applicable any Serviced
Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling
and Servicing Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the
Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such
party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party
or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further
that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of
the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any
of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests
of any Certificateholder or, if applicable, any Serviced Companion Loan Holder;



 


provided
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights
or the right to receive information under the Pooling


 






    	A-15-6



    	 



    

 


and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loans, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate, or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates
of any Class the Holders of which are required to consent to the amendment or remove the requirement to obtain the consent
of any Serviced Companion Loan Holder without the consent of the Holders of all Certificates of that Class then-outstanding or
the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing 



 






    	A-15-7



    	 



    

 


		 	Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;




 


		(vi)	adversely affect any Companion Loan Holder in its capacity as such without its consent;



 


		(vii)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders; or



 


		(viii)	change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property or interests in
property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum
of (A) the aggregate Purchase Price (excluding the amount described in clause (e) of the definition of Purchase Price) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the


 






    	A-15-8



    	 



    

 


Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early
Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii)
the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    	A-15-9



    	 



    

 


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-15-10



    	 



    

  


ASSIGNMENT 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-15-11



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by _______________________,
the Assignee(s) named above or ________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number




 






    	A-15-12



    	 



    




 









EXHIBIT
A-16


 


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR


 





 



 


		1	Temporary Regulation S Global
Certificate legend.



 


		2	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.




 






    	A-16-1



    	 



    

 


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
RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,


 






    	A-16-2



    	 



    

 


HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-16-3



    	 



    

 




CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS E


 


	Pass-Through Rate:  The lesser of 3.2200% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: September 17, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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:  $35,495,000	 	 


  


	
        CUSIP:   12635F AG91

         U2288N AD72

         12635F AH73

          
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:      US12635FAG904

   USU2288NAD765

   US12635FAH736 
	 	 
	 	 	 
	Common Code: 1279457057  1279457998	 	 



 


 



 


 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-16-4



    	 



    

 


	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-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 issued under the Pooling and Servicing Agreement 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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (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-16-5



    	 



    

 


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
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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


 






    	A-16-6



    	 



    

 


Property (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights, in each case on behalf of the Trust, 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; (vi)
the Trustee’s rights on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s
rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts
and Lockbox Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account and the Excess Interest Distribution
Account, including any reinvestment income thereon; (ix) the Trustee’s rights on behalf of the Trust in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement and (xi)  the Lower-Tier
Regular Interests.


 


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


 






    	A-16-7



    	 



    

 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not
adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or
to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor
has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted
Transferee or (C) to the extent necessary to comply with the Investment Company Act, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in
the Pooling and Servicing Agreement relating to Rule 17g-5; provided that such modification does not increase the
obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer
without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect
such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided,




  






    	A-16-8



    	 



    

 





	 	 	further that
notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 








		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 






    	A-16-9



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loans, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate, or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then-outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect any Companion Loan Holder in its capacity as such without its consent;



 


		(vii)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included


 






    	A-16-10



    	 



    

 


in the Trust Fund, and all property or interests in
property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum
of (A) the aggregate Purchase Price (excluding the amount described in clause (e) of the definition of Purchase Price) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early
Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling
and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund


 






    	A-16-11



    	 



    

 


 pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii)
the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.










 






    	A-16-12



    	 



    

 


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-16-13



    	 



    









ASSIGNMENT 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-16-14



    	 



    




DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ________________________,
the Assignee(s) named above or ___________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number





 





    	A-16-15



    	 



    

 


EXHIBIT
A-17


 


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR


 


 



 


		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



    	 



    

 


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
RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,


 






    	A-17-2



    	 



    

 


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 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS F


 


	Pass-Through Rate: The lesser of 3.2200% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: September 17, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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:  $14,197,000	 	 
	 	 	 


  


	
        CUSIP:   12635F
AJ31 

                        U2288N AE52

                12635F AK03 

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:       US12635FAJ304

   USU2288NAE595

   US12635FAK036 
	 	 
	 	 	 
	
        Common Code: 1279457137 1279458028 
	 	 



  

 


 


 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-17-4



    	 



    




 


	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-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 issued under the Pooling and Servicing Agreement 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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (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-17-5



    	 



    

 


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
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on


 






    	A-17-6



    	 



    

 


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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights, in each case on behalf of the Trust, 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; (vi)
the Trustee’s rights on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s
rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts
and Lockbox Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account and the Excess Interest Distribution
Account, including any reinvestment income thereon; (ix) the Trustee’s rights on behalf of the Trust in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement and (xi)  the Lower-Tier
Regular Interests.


 


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


 






    	A-17-7



    	 



    

 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not
adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or
to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor
has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted
Transferee or (C) to the extent necessary to comply with the Investment Company Act, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in
the Pooling and Servicing Agreement relating to Rule 17g-5; provided that such modification does not increase the
obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer
without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect
such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided,



  






    	A-17-8



    	 



    

 





	 	 	further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and


 





		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 






    	A-17-9



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loans, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate, or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then-outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect any Companion Loan Holder in its capacity as such without its consent;



 


		(vii)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included


 






    	A-17-10



    	 



    

 


in the Trust Fund, and all property or interests in
property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum
of (A) the aggregate Purchase Price (excluding the amount described in clause (e) of the definition of Purchase Price) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early
Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling
and Servicing Agreement.


 


The respective
obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the
Certificate Administrator and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the
Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to
Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs) shall terminate immediately following the
earlier to occur of (i) the purchase by the Holders of the Controlling Class, the Special Servicer, the Master Servicer or
the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in
the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the voluntary exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then
included in the Trust Fund


 


 






    	A-17-11



    	 



    

 


 pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii)
the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    	A-17-12



    	 



    

  


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-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 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-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 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR


 


 






 


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



    	 



    

 


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
RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,


 



    	A-18-2



    	 



    

 


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 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS NR


 


	Pass-Through Rate: The lesser of 3.2200% per annum and the WAC Rate	 
	 	 
	First Distribution Date: September 17, 2015	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 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: $65,666,014	 


  


	
        CUSIP:
  12635F AL81

 U2288N AF22

 12635F AM63 

         
	Initial Certificate Principal Amount of this Certificate: $[    ]
	
        ISIN:       US12635FAL854

   USU2288NAF255

   US12635FAM686 
	 
	 	 
	Common Code: 1279457217 1279458298	 
	 	 






 






 


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-18-4



    	 



    

 


	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-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 issued under the Pooling and Servicing Agreement 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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (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-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 NR Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on


 



    	A-18-6



    	 



    

 


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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights, in each case on behalf of the Trust, 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; (vi)
the Trustee’s rights on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s
rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts
and Lockbox Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account and the Excess Interest Distribution
Account, including any reinvestment income thereon; (ix) the Trustee’s rights on behalf of the Trust in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement and (xi) the Lower-Tier Regular
Interests.


 


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


 



    	A-18-7



    	 



    

 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee
or (C) to the extent necessary to comply with the Investment Company Act, the Exchange Act, Regulation AB, and/or any related regulatory
actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in
the Pooling and Servicing Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations
of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such
party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party
or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided,



 



    	A-18-8



    	 



    

 


			further that notice of
                                         such modification is provided to all parties to the Pooling and Servicing Agreement;
                                         and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 



    	A-18-9



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loans, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate, or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then-outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 


		(vi)	adversely affect any Companion Loan Holder in its capacity as such without its consent;



 


		(vii)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included


 



    	A-18-10



    	 



    

 


in the Trust Fund, and all property or interests in
property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum
of (A) the aggregate Purchase Price (excluding the amount described in clause (e) of the definition of Purchase Price) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early
Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund


 



    	A-18-11



    	 



    

 


pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii)
the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 



    	A-18-12



    	 



    

 


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-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 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-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 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 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 SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED


 



    	A-19-1



    	 



    

 


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-19-2



    	 



    

 


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS R


 


	Percentage Interest: [         ]%	
	 	 
	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 


 


	CUSIP:  12635F AN4107



	 
	ISIN:      US12635FAN42108

	 
	 	 
	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 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, Class C, Class D,
Class E, Class F and Class NR Certificates (together with the Class R Certificates, the “Certificates”; the
Holders of Certificates are collectively referred to herein as “Certificateholders”).


 





 



 


107
For Rule 144A Certificates


 


108
For Rule 144A Certificates



 



    	A-19-3



    	 



    

 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, 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 September 2015 (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 day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the


 



    	A-19-4



    	 



    

 


Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights, in each case on behalf of the Trust, 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; (vi)
the Trustee’s rights on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s
rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts
and Lockbox Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account and the Excess Interest Distribution
Account, including any reinvestment income thereon; (ix) the Trustee’s rights on behalf of the Trust in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement and (xi) the Lower-Tier Regular
Interests.


 


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


 



    	A-19-5



    	 



    

 


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add
to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor
Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the
Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment)
to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and
(2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or, if applicable,
any Serviced Companion Loan Holder, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R



 



    	A-19-6



    	 



    

 


			Certificates, provided
that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R
Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act, the Exchange
Act, Regulation AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent


 



    	A-19-7



    	 



    

 


of the Holders
of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loans, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate, or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then-outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 


		(vi)	adversely affect any Companion Loan Holder in its capacity as such without its consent;



 


		(vii)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less


 



    	A-19-8



    	 



    

 


than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property or interests in
property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum
of (A) the aggregate Purchase Price (excluding the amount described in clause (e) of the definition of Purchase Price) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early
Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final


 



    	A-19-9



    	 



    

 


Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii)
the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 



    	A-19-10



    	 



    


  


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-19-11



    	 



    




ASSIGNMENT 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-19-12



    	 



    




DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ________________________,
the Assignee(s) named above or _________________________________ as its (their) agent.

	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number





 



    	A-19-13



    	 



    

 


EXHIBIT
A-20


 


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, 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 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-20-1



    	 



    

 


CSAIL 2015-C3
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C3, CLASS Z


 


	Percentage Interest: [             ]%	
	 	 
	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August, 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September, 2015, the date that would have been its Due Date in August, 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 



 


	
        CUSIP:
  12635F BE3109

 U2288N AJ4110

12635F BF0111 

         
	 
	
        ISIN:       US12635FBE34112

   USU2288NAJ47113

   US12635FBF09114 
	 
	 

                                                                                No.: [Z-1][Z-S-1]
	 


 

 


This certifies that
[              ] is the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to the Class Z
Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, 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 


 


 



 


109
For Rule 144A Certificates


 


110
For Regulation S Certificates


 


111
For IAI Certificates


 


112
For Rule 144A Certificates


 


113
For Regulation S Certificates


 


114
For IAI Certificates



 



    	A-20-2



    	 



    


 


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, 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
issued under the Pooling and Servicing Agreement 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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a beneficial ownership of Excess Interest and the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
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 September 2015 (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 day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. 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 located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate


 



    	A-20-3



    	 



    

 


Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 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, together with the Mortgage Files relating thereto; (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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights, in each case on behalf of the Trust, 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; (vi)
the Trustee’s rights on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s
rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts
and Lockbox Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account and the Excess Interest Distribution
Account, including any reinvestment income thereon; (ix) the Trustee’s rights on behalf of the Trust in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s


 



    	A-20-4



    	 



    

 


rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement and (xi) the Lower-Tier Regular
Interests.


 


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 Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer, the Operating
Advisor, 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 Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice
to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);



 



    	A-20-5



    	 



    

 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee
or (C) to the extent necessary to comply with the Investment Company Act, the Exchange Act, Regulation AB, and/or any related regulatory
actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan


 



    	A-20-6



    	 



    

 


Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected
by the amendment 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 Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loans, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate, or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then-outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 



    	A-20-7



    	 



    

 


		(vi)	adversely affect any Companion Loan Holder in its capacity as such without its consent;



 


		(vii)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property or interests in
property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum
of (A) the aggregate Purchase Price (excluding the amount described in clause (e) of the definition of Purchase Price) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust Fund, (B) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Balance of the Controlling Class may (or, if such
Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither
such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than
a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first
notifies the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing within 30 days following the Early
Termination Notice Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the 


 



    	A-20-8



    	 



    

 


Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than
the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the voluntary exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii)
the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 



    	A-20-9



    	 



    




  


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-20-10



    	 



    




ASSIGNMENT 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-20-11



    	 



    




DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number _______________________. This information is provided by ___________________________,
the Assignee(s) named above or ____________________________ as its (their) agent.

	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number





 



    	A-20-12



    	 



    
 




 


EXHIBIT B


 






MORTGAGE
LOAN SCHEDULE


 






    	 



    	 



    

 




 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	 	Originator/Loan Seller	 	Mortgagor Name	 	Property Address	 	City	 	State	 	Zip Code	 	County	 	Property Name	 	Size 	 	Measure	 	 Mortgage Rate in Effect at Origination (%) 	 	 Net Mortgage Rate in Effect at the Cut-off Date (%) 
	1	 	UBSRES	 	DMP CR Plaza, LLC	 	185 Cambridge Street	 	Boston	 	MA	 	02114	 	Suffolk	 	Charles River Plaza North	 	354,594	 	Square Feet	 	4.1911%	 	4.1808%
	2	 	Column	 	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	 	4.0163%	 	4.0060%
	2.01	 	Column	 	 	 	14090 East Evans Avenue	 	Aurora	 	CO	 	80014	 	Arapahoe	 	Crestwood Suites Denver - Aurora	 	148	 	Rooms	 	 	 	 
	2.02	 	Column	 	 	 	4409 Hearst Street	 	Metairie	 	LA	 	70001	 	Jefferson	 	Sun Suites New Orleans (Metairie)	 	132	 	Rooms	 	 	 	 
	2.03	 	Column	 	 	 	1101 Manhattan Boulevard	 	Harvey	 	LA	 	70058	 	Jefferson	 	Sun Suites New Orleans (Harvey)	 	126	 	Rooms	 	 	 	 
	2.04	 	Column	 	 	 	12485 Gulf Freeway	 	Houston	 	TX	 	77034	 	Harris	 	Sun Suites Hobby (Clearlake)	 	135	 	Rooms	 	 	 	 
	2.05	 	Column	 	 	 	200 Russeau Drive	 	Plano	 	TX	 	75023	 	Collin	 	Sun Suites Plano	 	135	 	Rooms	 	 	 	 
	2.06	 	Column	 	 	 	3100 West Sam Houston Parkway South	 	Houston	 	TX	 	77042	 	Harris	 	Sun Suites Westchase	 	127	 	Rooms	 	 	 	 
	2.07	 	Column	 	 	 	2030 Roswell Road	 	Marietta	 	GA	 	30062	 	Cobb	 	Crestwood Suites Marietta Roswell Road	 	125	 	Rooms	 	 	 	 
	2.08	 	Column	 	 	 	11620 Lebon Lane	 	Stafford	 	TX	 	77477	 	Fort Bend	 	Sun Suites Sugar Land (Stafford)	 	146	 	Rooms	 	 	 	 
	2.09	 	Column	 	 	 	3215 Capital Boulevard	 	Raleigh	 	NC	 	27604	 	Wake	 	Sun Suites Raleigh	 	137	 	Rooms	 	 	 	 
	2.1	 	Column	 	 	 	12010 Kuykendahl Road	 	Houston	 	TX	 	77067	 	Harris	 	Sun Suites Intercontinental Greenspoint	 	135	 	Rooms	 	 	 	 
	2.11	 	Column	 	 	 	665 Myatt Drive	 	Madison	 	TN	 	37115	 	Davidson	 	Crestwood Suites Nashville Madison	 	137	 	Rooms	 	 	 	 
	2.12	 	Column	 	 	 	555 Lake Center Parkway	 	Cumming	 	GA	 	30040	 	Forsyth	 	Sun Suites Cumming	 	127	 	Rooms	 	 	 	 
	2.13	 	Column	 	 	 	1345 Old Fort Parkway	 	Murfreesboro	 	TN	 	37129	 	Rutherford	 	Crestwood Suites Murfreesboro	 	136	 	Rooms	 	 	 	 
	2.14	 	Column	 	 	 	3000 Highlands Parkway	 	Smyrna	 	GA	 	30082	 	Cobb	 	Sun Suites Smyrna	 	125	 	Rooms	 	 	 	 
	2.15	 	Column	 	 	 	10477 Metric Drive	 	Dallas	 	TX	 	75243	 	Dallas	 	Sun Suites Dallas - Garland	 	135	 	Rooms	 	 	 	 
	2.16	 	Column	 	 	 	324 East Corporate Drive	 	Lewisville	 	TX	 	75067	 	Denton	 	Sun Suites DFW Airport - Lewisville	 	135	 	Rooms	 	 	 	 
	2.17	 	Column	 	 	 	8530 East Independence Boulevard	 	Charlotte	 	NC	 	28227	 	Mecklenburg	 	Sun Suites Charlotte - Matthews	 	140	 	Rooms	 	 	 	 
	2.18	 	Column	 	 	 	8010 Presidents Drive	 	Orlando	 	FL	 	32809	 	Orange	 	Crestwood Suites Disney Orlando	 	144	 	Rooms	 	 	 	 
	2.19	 	Column	 	 	 	11424 University Boulevard	 	Orlando	 	FL	 	32817	 	Orange	 	Crestwood Suites Orlando UCF	 	134	 	Rooms	 	 	 	 
	2.2	 	Column	 	 	 	1784 Presidential Circle	 	Snellville	 	GA	 	30078	 	Gwinnett	 	Crestwood Suites Snellville	 	130	 	Rooms	 	 	 	 
	2.21	 	Column	 	 	 	95 Celebration Drive	 	Suwanee	 	GA	 	30024	 	Gwinnett	 	Sun Suites Suwanee	 	127	 	Rooms	 	 	 	 
	2.22	 	Column	 	 	 	3200 Cloverleaf Parkway	 	Kannapolis	 	NC	 	28083	 	Cabarrus	 	Home Towne Suites Kannapolis	 	80	 	Rooms	 	 	 	 
	2.23	 	Column	 	 	 	5142 Oakhurst Drive	 	Corpus Christi	 	TX	 	78411	 	Nueces	 	Sun Suites Corpus Christi	 	135	 	Rooms	 	 	 	 
	2.24	 	Column	 	 	 	1650 Veterans Memorial Parkway	 	Tuscaloosa	 	AL	 	35404	 	Tuscaloosa	 	Home Towne Suites Tuscaloosa	 	124	 	Rooms	 	 	 	 
	2.25	 	Column	 	 	 	8555 Baymeadows Way	 	Jacksonville	 	FL	 	32256	 	Duval	 	Sun Suites Jacksonville	 	135	 	Rooms	 	 	 	 
	2.26	 	Column	 	 	 	1520 Crossways Boulevard	 	Chesapeake	 	VA	 	23320	 	Chesapeake	 	Sun Suites Chesapeake	 	135	 	Rooms	 	 	 	 
	2.27	 	Column	 	 	 	7071 Lakeridge Court Southwest	 	Fort Myers	 	FL	 	33907	 	Lee	 	Crestwood Suites Fort Myers	 	137	 	Rooms	 	 	 	 
	2.28	 	Column	 	 	 	501 Americhase Drive	 	Greensboro	 	NC	 	27409	 	Guilford	 	Crestwood Suites Greensboro Airport	 	137	 	Rooms	 	 	 	 
	2.29	 	Column	 	 	 	12989 Research Boulevard	 	Austin	 	TX	 	78750	 	Williamson	 	Crestwood Suites Austin	 	151	 	Rooms	 	 	 	 
	2.3	 	Column	 	 	 	3720 Steve Reynolds Boulevard	 	Duluth	 	GA	 	30096	 	Gwinnett	 	Sun Suites Gwinnett	 	102	 	Rooms	 	 	 	 
	2.31	 	Column	 	 	 	2353 Barrett Creek Parkway	 	Marietta	 	GA	 	30066	 	Cobb	 	Crestwood Suites Marietta - Town Center Mall	 	133	 	Rooms	 	 	 	 
	2.32	 	Column	 	 	 	5222 South Sherwood Forest Boulevard	 	Baton Rouge	 	LA	 	70816	 	East Baton Rouge	 	Crestwood Suites Baton Rouge	 	137	 	Rooms	 	 	 	 
	2.33	 	Column	 	 	 	6040 Knology Way	 	Columbus	 	GA	 	31909	 	Muscogee	 	Home Towne Suites Columbus	 	78	 	Rooms	 	 	 	 
	2.34	 	Column	 	 	 	12925 Northwest Freeway	 	Houston	 	TX	 	77040	 	Harris	 	Crestwood Suites NW Houston	 	146	 	Rooms	 	 	 	 
	2.35	 	Column	 	 	 	1188 Commerce Drive	 	Auburn	 	AL	 	36830	 	Lee	 	Home Towne Suites Auburn	 	64	 	Rooms	 	 	 	 
	2.36	 	Column	 	 	 	2235 Mount Zion Parkway	 	Morrow	 	GA	 	30260	 	Clayton	 	Sun Suites Stockbridge	 	126	 	Rooms	 	 	 	 
	2.37	 	Column	 	 	 	151 Civic Center Boulevard	 	Anderson	 	SC	 	29625	 	Anderson	 	Home Towne Suites Anderson	 	80	 	Rooms	 	 	 	 
	2.38	 	Column	 	 	 	6210 Corporate Drive	 	Colorado Springs	 	CO	 	80919	 	El Paso	 	Crestwood Suites Colorado Springs	 	147	 	Rooms	 	 	 	 
	2.39	 	Column	 	 	 	688 Summit Parkway	 	Prattville	 	AL	 	36066	 	Autauga	 	Home Towne Suites Prattville	 	64	 	Rooms	 	 	 	 
	2.4	 	Column	 	 	 	2680 North Main Street	 	High Point	 	NC	 	27265	 	Guilford	 	Crestwood Suites High Point	 	137	 	Rooms	 	 	 	 
	2.41	 	Column	 	 	 	424 Commons Drive	 	Birmingham	 	AL	 	35209	 	Jefferson	 	Sun Suites Birmingham	 	135	 	Rooms	 	 	 	 
	2.42	 	Column	 	 	 	3174 Barrett Lakes Boulevard	 	Kennesaw	 	GA	 	30144	 	Cobb	 	Sun Suites Kennesaw Town Center	 	105	 	Rooms	 	 	 	 
	2.43	 	Column	 	 	 	1200 Lanada Road	 	Greensboro	 	NC	 	27407	 	Guilford	 	Sun Suites Greensboro	 	133	 	Rooms	 	 	 	 
	2.44	 	Column	 	 	 	2111 West Arlington Boulevard	 	Greenville	 	NC	 	27834	 	Pitt	 	Home Towne Suites Greenville	 	70	 	Rooms	 	 	 	 
	2.45	 	Column	 	 	 	121 West Park Drive	 	Hattiesburg	 	MS	 	39402	 	Lamar	 	Sun Suites Hattiesburg	 	116	 	Rooms	 	 	 	 
	2.46	 	Column	 	 	 	2125 Jameson Place Southwest	 	Decatur	 	AL	 	35603	 	Morgan	 	Home Towne Suites Decatur	 	70	 	Rooms	 	 	 	 
	2.47	 	Column	 	 	 	1929 Mel Browning Street	 	Bowling Green	 	KY	 	42104	 	Warren	 	Home Towne Suites Bowling Green	 	106	 	Rooms	 	 	 	 
	2.48	 	Column	 	 	 	9145 Highway 49	 	Gulfport	 	MS	 	39503	 	Harrison	 	Sun Suites Gulfport Airport	 	128	 	Rooms	 	 	 	 
	2.49	 	Column	 	 	 	11 Old Oyster Point Road	 	Newport News	 	VA	 	23602	 	Newport News	 	Crestwood Suites Newport News	 	109	 	Rooms	 	 	 	 
	2.5	 	Column	 	 	 	129 Westfield Court	 	Clarksville	 	TN	 	37040	 	Montgomery	 	Home Towne Suites Clarksville	 	70	 	Rooms	 	 	 	 
	3	 	UBSRES	 	MNH Mall L.L.C.; Mayflower New Hampshire Best Buy, L.P.	 	1500 South Willow Street	 	Manchester	 	NH	 	03103	 	Hillsborough	 	The Mall of New Hampshire	 	405,723	 	Square Feet	 	4.1080%	 	4.0977%
	4	 	Column	 	Wheaton Plaza Regional Shopping Center LLC	 	11160 Veirs Mill Road	 	Wheaton	 	MD	 	20902	 	Montgomery	 	Westfield Wheaton	 	1,649,363	 	Square Feet	 	3.8000%	 	3.7897%
	5	 	Column	 	Arizona Grand Resort, LLC	 	8000 Arizona Grand Parkway	 	Phoenix	 	AZ	 	85044	 	Maricopa	 	Arizona Grand Resort & Spa	 	744	 	Rooms	 	4.2747%	 	4.2644%
	6	 	Column	 	Soho Grand Hotel, Inc. & Tribeca Grand Hotel, Inc.	 	Various	 	New York	 	NY	 	10013	 	New York	 	Soho-Tribeca Grand Hotel Portfolio	 	554	 	Rooms	 	4.0211%	 	4.0108%
	6.01	 	Column	 	 	 	310 West Broadway	 	New York	 	NY	 	10013	 	New York	 	Soho Grand Hotel	 	353	 	Rooms	 	 	 	 
	6.02	 	Column	 	 	 	2 Avenue of the Americas	 	New York	 	NY	 	10013	 	New York	 	Tribeca Grand Hotel	 	201	 	Rooms	 	 	 	 
	7	 	Column	 	Trumbull Shopping Center #2 LLC	 	5065 Main Street	 	Trumbull	 	CT	 	06611	 	Fairfield	 	Westfield Trumbull	 	1,130,472	 	Square Feet	 	3.8000%	 	3.7897%
	8	 	BNYM	 	Henderson Beach Partners, LLC	 	4201 Commons Drive	 	Destin	 	FL	 	32541	 	Okaloosa	 	Venue Emerald Coast	 	233	 	Units	 	4.2700%	 	4.2597%
	9	 	BNYM	 	Diamond Capital Group, LP	 	16542 & 16550 Ventura Boulevard	 	Encino	 	CA	 	91436	 	Los Angeles	 	16542 & 16550 Ventura	 	95,355	 	Square Feet	 	4.5800%	 	4.5697%
	10	 	BSP	 	21 Astor Partners LLC; 21 Astor Partners II LLC; 21 Astor Partners III LLC	 	21 Astor Place	 	New York	 	NY	 	10003	 	New York	 	21 Astor Place	 	11,121	 	Square Feet	 	4.6100%	 	4.5997%
	11	 	Column	 	Summer Lake Villas LLC	 	Various	 	Various	 	FL	 	Various	 	Various	 	Hendry Multifamily Portfolio	 	325	 	Units	 	4.8900%	 	4.8747%
	11.01	 	Column	 	 	 	4331 Fiji Drive	 	New Port Richey	 	FL	 	34653	 	Pasco	 	Summer Lake Villas	 	144	 	Units	 	 	 	 
	11.02	 	Column	 	 	 	1931 West 16th Court	 	Riviera Beach	 	FL	 	33404	 	Palm Beach	 	Spinnaker Landing	 	123	 	Units	 	 	 	 
	11.03	 	Column	 	 	 	510 NorthWest 24th Avenue	 	Fort Lauderdale	 	FL	 	33311	 	Broward	 	New River	 	58	 	Units	 	 	 	 
	12	 	The Bancorp Bank	 	Greenwood Holdings, LLC	 	3888 Greenwood Street	 	San Diego	 	CA	 	92110	 	San Diego	 	Hampton Inn - Point Loma	 	207	 	Rooms	 	4.5300%	 	4.5197%
	13	 	BNYM	 	SAC Hospitality LLC	 	2200 Harvard Street	 	Sacramento	 	CA	 	95815	 	Sacramento	 	Hilton Arden West	 	335	 	Rooms	 	4.5600%	 	4.5497%
	14	 	BSP	 	Damen Freezer Owners, LLC; Damen Cold Storage Owners, LLC; Damen Warehouse Owners, LLC	 	2500 South Damen Avenue	 	Chicago	 	IL	 	60608	 	Cook	 	2500 South Damen Avenue	 	128,200	 	Square Feet	 	4.3000%	 	4.2897%
	15	 	BNYM	 	Sugartree Apartments, LLC; Empirian Sugartree II LLC; Willowood Apartments of Grove City, LLC; Willowood Apartments of Grove City, II, LLC; Sandpiper Apartments II, LLC; Parkway North Apartments, LLC; Dartmouth Place Apartments of Kent, LLC; Cardinal E.P., LLC; Meldon Place Apartments of Toledo, LLC	 	Various	 	Various	 	Various	 	Various	 	Various	 	FL OH Multifamily Portfolio	 	543	 	Units	 	4.3700%	 	4.3597%
	15.01	 	BNYM	 	 	 	705 South Lincoln	 	Kent	 	OH	 	44240	 	Portage	 	Dartmouth Place	 	102	 	Units	 	 	 	 
	15.02	 	BNYM	 	 	 	1801 Sugartree Circle	 	New Smyrna Beach	 	FL	 	32168	 	Volusia	 	Sugartree Apartments	 	120	 	Units	 	 	 	 
	15.03	 	BNYM	 	 	 	1736 Brownstone Boulevard	 	Toledo	 	OH	 	43614	 	Lucas	 	Meldon Place	 	127	 	Units	 	 	 	 
	15.04	 	BNYM	 	 	 	3466 Willowood Place	 	Grove City	 	OH	 	43123	 	Franklin	 	Willowood Apartments	 	72	 	Units	 	 	 	 
	15.05	 	BNYM	 	 	 	8015 Stillwater Court	 	North Fort Myers	 	FL	 	33903	 	Lee	 	Parkway North Apartments	 	56	 	Units	 	 	 	 
	15.06	 	BNYM	 	 	 	2403 South 25th Street	 	Fort Pierce	 	FL	 	34981	 	Saint Lucie	 	Sandpiper Apartments	 	66	 	Units	 	 	 	 
	16	 	UBSRES	 	Privet Birmingham Crescent, LLC	 	2311 Highland Avenue South	 	Birmingham	 	AL	 	35205	 	Jefferson	 	The Crescent Building	 	139,948	 	Square Feet	 	4.6974%	 	4.6871%
	17	 	UBSRES	 	GRM HIMV, LLC; Goodman HIMV, LLC; Terrapin Mill Valley Investments, LLC	 	160 Shoreline Highway	 	Mill Valley	 	CA	 	94941	 	Marin	 	Holiday Inn Express - Mill Valley	 	100	 	Rooms	 	5.0485%	 	4.9807%
	18	 	BNYM	 	7101 Sunset, LLC	 	7101 West Sunset Boulevard  	 	Hollywood	 	CA	 	90046	 	Los Angeles	 	7101 Sunset Blvd	 	37,426	 	Square Feet	 	4.7400%	 	4.6922%
	19	 	BNYM	 	Peppertree Capital, LP	 	16260 Ventura Boulevard	 	Encino	 	CA	 	91436	 	Los Angeles	 	16260 Ventura	 	60,587	 	Square Feet	 	4.5800%	 	4.5697%
	20	 	BNYM	 	250 South Clinton LLC    	 	Various	 	Syracuse	 	NY	 	Various	 	Onondaga	 	Syracuse Office Portfolio	 	253,200	 	Square Feet	 	4.6400%	 	4.6297%
	20.01	 	BNYM	 	 	 	250 South Clinton Street	 	Syracuse	 	NY	 	13202	 	Onondaga	 	250 Clinton	 	182,697	 	Square Feet	 	 	 	 
	20.02	 	BNYM	 	 	 	507 Plum Street	 	Syracuse	 	NY	 	13204	 	Onondaga	 	507 Plum	 	70,503	 	Square Feet	 	 	 	 
	21	 	Column	 	Ranch on the River, LP	 	1355 Ranch Parkway	 	New Braunfels	 	TX	 	78130	 	Comal	 	Ranch at Guadalupe	 	184	 	Units	 	4.7000%	 	4.6897%
	22	 	UBSRES	 	BT (Multi) LLC	 	Various	 	Various	 	Various	 	Various	 	Various	 	WPC Department Store Portfolio	 	1,002,731	 	Square Feet	 	4.4065%	 	4.3962%
	22.01	 	UBSRES	 	 	 	95 North Moorland Road	 	Brookfield	 	WI	 	53005	 	Waukesha	 	Boston Store - Brookfield Square Mall	 	211,253	 	Square Feet	 	 	 	 
	22.02	 	UBSRES	 	 	 	2400 North Mayfair Road	 	Wauwatosa	 	WI	 	53226	 	Milwaukee	 	Boston Store - Mayfair Mall	 	206,681	 	Square Feet	 	 	 	 
	22.03	 	UBSRES	 	 	 	5300 South 76th Street	 	Greendale	 	WI	 	53129	 	Milwaukee	 	Boston Store - Southridge Mall	 	217,434	 	Square Feet	 	 	 	 
	22.04	 	UBSRES	 	 	 	303 Bay Park Square	 	Ashwaubenon	 	WI	 	54304	 	Brown	 	Younkers - Bay Park Square Mall	 	132,195	 	Square Feet	 	 	 	 
	22.05	 	UBSRES	 	 	 	3340 Mall Loop Drive	 	Joliet	 	IL	 	60431	 	Will	 	Carson Pirie Scott - Louis Joliet Mall	 	126,365	 	Square Feet	 	 	 	 
	22.06	 	UBSRES	 	 	 	3902 13th Avenue South	 	Fargo	 	ND	 	58103	 	Cass	 	Herberger’s - West Acres Mall	 	108,803	 	Square Feet	 	 	 	 
	23	 	UBSRES	 	Scannell Properties #183, LLC	 	3300 Enterprise Street	 	Shafter	 	CA	 	93263	 	Kern	 	FedEx Ground Shafter	 	210,115	 	Square Feet	 	5.0933%	 	5.0830%
	24	 	Column	 	2015 Houston Sterling Point, LLC	 	6601 - 6500 Dunlap Street	 	Houston	 	TX	 	77074	 	Harris	 	Sterling & Milagro Apartments	 	1,179	 	Units	 	4.2500%	 	4.2397%
	25	 	BSP	 	1315 Lincoln Owner LLC	 	1315 Lincoln Boulevard	 	Santa Monica	 	CA	 	90401	 	Los Angeles	 	1315 Lincoln Boulevard	 	23,533	 	Square Feet	 	4.5000%	 	4.4897%
	26	 	UBSRES	 	Congress Hall Limited Liability Company; Perry Street Associates, LLC	 	Various	 	Cape May	 	NJ	 	08204	 	Cape May	 	Cape May Hotels	 	129	 	Rooms	 	4.8331%	 	4.8228%
	26.01	 	UBSRES	 	 	 	200 Congress Place	 	Cape May	 	NJ	 	08204	 	Cape May	 	Congress Hall	 	108	 	Rooms	 	 	 	 
	26.02	 	UBSRES	 	 	 	29 Perry Street	 	Cape May	 	NJ	 	08204	 	Cape May	 	The Star	 	21	 	Rooms	 	 	 	 
	27	 	Column	 	PGE Starpoint, LLC; PGE 1, LLC; PGE 2, LLC; PGE 3, LLC; PGE 4, LLC; PGE 5, LLC; PGE 6, LLC; PGE 7, LLC; PGE 8, LLC; PGE 9, LLC; PGE 10, LLC; PGE 11, LLC; PGE 12, LLC; PGE 13, LLC; PGE 14, LLC; PGE 15, LLC; PGE 16, LLC; PGE 17, LLC; PGE 18, LLC; PGE 19, LLC; PGE 20, LLC; PGE 21, LLC; PGE 26, LLC    	 	650 O Street & 705 P Street	 	Fresno	 	CA	 	93721	 	Fresno	 	PG&E Building - Fresno	 	102,580	 	Square Feet	 	5.1320%	 	5.1217%
	28	 	The Bancorp Bank	 	RE Dunwoody Holdings #1, LLC	 	4237 North Shallowford Road	 	Atlanta	 	GA	 	30341	 	DeKalb	 	Dunwoody Exchange	 	233	 	Units	 	4.6300%	 	4.6197%
	29	 	Column	 	4800 Sugar Grove, LLC	 	4800 Sugar Grove Boulevard	 	Stafford	 	TX	 	77477	 	Fort Bend	 	4800 Sugar Grove	 	123,570	 	Square Feet	 	4.3700%	 	4.3597%
	30	 	UBSRES	 	Northwest of McAllen Limited Partnership	 	101 North Main Street	 	McAllen	 	TX	 	78501	 	Hidalgo	 	Renaissance Casa De Palmas	 	165	 	Rooms	 	4.8503%	 	4.8400%
	31	 	UBSRES	 	Jahco Burleson Town Center LLC	 	805-881 Northeast Alsbury Boulevard	 	Burleson	 	TX	 	76028	 	Tarrant	 	Burleson Town Center	 	140,861	 	Square Feet	 	4.3115%	 	4.3012%
	32	 	Column	 	HH-Laveen, LLC	 	3536-3636 West Baseline Road & 7410 South 35th Avenue	 	Phoenix	 	AZ	 	85339	 	Maricopa	 	HH-Laveen / Laveen Commons	 	102,079	 	Square Feet	 	4.5900%	 	4.5697%
	33	 	BSP	 	NG BIM Colony Plaza LLC	 	2121 Windsor Spring Road	 	Augusta	 	GA	 	30906	 	Richmond	 	Colony Plaza	 	216,693	 	Square Feet	 	4.9500%	 	4.9397%
	34	 	Column	 	GA HC REIT II Vicksburg MS MOB, LLC	 	2200 Highway 61 North	 	Vicksburg	 	MS	 	39183	 	Warren	 	Vicksburg Medical Office Building	 	62,436	 	Square Feet	 	4.7100%	 	4.6997%
	35	 	BSP	 	Millside Plaza LLC	 	4004 Route 130	 	Delran	 	NJ	 	08075	 	Burlington	 	Millside Plaza	 	77,583	 	Square Feet	 	4.7800%	 	4.7697%
	36	 	Column	 	Self Storage LLC	 	Various	 	Various	 	AL	 	Various	 	Various	 	American Self Storage Portfolio	 	2,137	 	Units	 	4.2500%	 	4.2397%
	36.01	 	Column	 	 	 	2811 John D. Odom Road	 	Dothan	 	AL	 	36303	 	Houston	 	Odom Road	 	378	 	Units	 	 	 	 
	36.02	 	Column	 	 	 	1909 South Brannon Stand Road	 	Dothan	 	AL	 	36305	 	Houston	 	Brannon Stand	 	359	 	Units	 	 	 	 
	36.03	 	Column	 	 	 	1405 Ross Clark Circle	 	Dothan	 	AL	 	36301	 	Houston	 	East	 	387	 	Units	 	 	 	 
	36.04	 	Column	 	 	 	2915 Ross Clark Circle	 	Dothan	 	AL	 	36301	 	Houston	 	West	 	330	 	Units	 	 	 	 
	36.05	 	Column	 	 	 	707 East Boll Weevil Circle	 	Enterprise	 	AL	 	36330	 	Coffee	 	Enterprise	 	226	 	Units	 	 	 	 
	36.06	 	Column	 	 	 	950 North US Highway 231	 	Ozark	 	AL	 	36360	 	Dale	 	Ozark	 	238	 	Units	 	 	 	 
	36.07	 	Column	 	 	 	4207 Montgomery Highway	 	Dothan	 	AL	 	36303	 	Houston	 	North	 	219	 	Units	 	 	 	 
	37	 	Column	 	Alvarado Real Estate Investments LLC	 	420 South Alvarado Street	 	Los Angeles	 	CA	 	90057	 	Los Angeles	 	Alvarado Center	 	34,179	 	Square Feet	 	4.3600%	 	4.3097%
	38	 	Column	 	BMA Brookwood Apartments, LLC	 	900 Brookwood Circle	 	Archdale	 	NC	 	27263	 	Randolph	 	Brookwood Apartments	 	298	 	Units	 	4.4400%	 	4.4297%
	39	 	UBSRES	 	Deerfield 21 Corporation	 	2096 Northeast 2nd Street	 	Deerfield Beach	 	FL	 	33441	 	Broward	 	Wyndham Deerfield Beach Resort	 	172	 	Rooms	 	3.8493%	 	3.8390%
	40	 	BNYM	 	MDR Brinton Lake LLC; Brinton Lake Hotel Associates, LP	 	400 Evergreen Drive	 	Glen Mills	 	PA	 	19342	 	Delaware	 	Staybridge Suites Brandywine	 	110	 	Rooms	 	4.5100%	 	4.4997%
	41	 	Column	 	Sherwood Equity LLC	 	100 Lakeview Drive	 	Clute	 	TX	 	77531	 	Brazoria	 	Crescentwood Apartments	 	216	 	Units	 	4.6900%	 	4.6797%
	42	 	Column	 	Pickerington Plaza Limited Partnership	 	1720-1750 Hill Road North	 	Pickerington	 	OH	 	43147	 	Fairfield	 	Hunters Run	 	88,646	 	Square Feet	 	4.1700%	 	4.1597%
	43	 	UBSRES	 	Crossroads Shopping Center Investments, LLC	 	1416 South Main Street	 	Adrian and Madison Township	 	MI	 	49221	 	Lenawee	 	Crossroads Shopping Center	 	201,343	 	Square Feet	 	4.6000%	 	4.5897%
	44	 	Column	 	Konark Limited Partnership	 	8525 Floyd Curl Drive	 	San Antonio	 	TX	 	78240	 	Bexar	 	Hyperion Apartments	 	243	 	Units	 	4.6900%	 	4.6797%
	45	 	Column	 	Varner NLS, LLC & Varner 203, LLC	 	4150 Macland Road	 	Powder Springs	 	GA	 	30127	 	Cobb	 	Varner Crossing	 	80,466	 	Square Feet	 	4.5770%	 	4.5192%
	46	 	BSP	 	Silverwood, L.L.C.; Hudson Apartments, LLC; Camellia Apartments, LLC	 	Various	 	Various	 	Various	 	Various	 	Various	 	Platinum Multifamily Portfolio	 	308	 	Units	 	4.7000%	 	4.6897%
	46.01	 	BSP	 	 	 	1616 Arkansas Road	 	West Monroe	 	LA	 	71291	 	Ouachita Parish	 	Camellia Apartments	 	100	 	Units	 	 	 	 
	46.02	 	BSP	 	 	 	301 Hudson Street	 	El Dorado	 	AR	 	71730	 	Union	 	Hudson Apartments	 	132	 	Units	 	 	 	 
	46.03	 	BSP	 	 	 	2317 Enterprise	 	El Dorado	 	KS	 	67042	 	Butler	 	Silverwood Apartments	 	76	 	Units	 	 	 	 
	47	 	Column	 	DPH Newco, LLC; NC Regency Newco, LLC; RB Daytona Newco, LLC; DPP Newco, LLC	 	1310 South Nova Road	 	Daytona Beach	 	FL	 	32114	 	Volusia	 	Daytona Promenade	 	145,417	 	Square Feet	 	4.6800%	 	4.6697%
	48	 	BNYM	 	2280 Corporate Circle, LLC	 	2280 Corporate Circle	 	Henderson	 	NV	 	89074	 	Clark	 	2280 Corporate Circle	 	63,959	 	Square Feet	 	4.7450%	 	4.6772%
	49	 	UBSRES	 	83655 Date SP, LLC; Milner-Indio SP, LLC; Porter-Indio SP, LLC	 	83614 Doctor Carreon Boulevard; 83655 Date Avenue	 	Indio	 	CA	 	92201	 	Riverside	 	StorQuest Indio	 	940	 	Units	 	4.4643%	 	4.4540%
	50	 	The Bancorp Bank	 	Plaza Las Brisas, LLC	 	39832, 39840, 39850 & 39872 Los Alamos Road	 	Murrieta	 	CA	 	92562	 	Riverside	 	Plaza Las Brisas	 	85,019	 	Square Feet	 	4.4700%	 	4.4597%
	51	 	BSP	 	HEC - RNBT LLC	 	1608 Broadway Street	 	El Cajon	 	CA	 	92021	 	San Diego	 	Haggen Grocery El Cajon	 	50,607	 	Square Feet	 	4.8400%	 	4.8297%
	52	 	UBSRES	 	800 Chester Pike Associates, LP	 	800 Chester Pike	 	Sharon Hill	 	PA	 	19079	 	Delaware	 	800 Chester Pike	 	85,514	 	Square Feet	 	4.7825%	 	4.7722%
	53	 	Column	 	Tara Hills LLC	 	101 Elmhurst Drive	 	Oak Ridge	 	TN	 	37830	 	Anderson	 	Tara Hills Apartments	 	214	 	Units	 	4.3200%	 	4.3097%
	54	 	BSP	 	Baltimore North Hotel LLC	 	8825 Yellow Brick Road	 	Baltimore	 	MD	 	21237	 	Baltimore	 	Country Inn & Suites Baltimore North	 	81	 	Rooms	 	4.7900%	 	4.7797%
	55	 	The Bancorp Bank	 	AHH Paradise LLC	 	7965 Cliffbrook Drive	 	Dallas	 	TX	 	75254	 	Dallas	 	Cliffbrook Condominiums	 	134	 	Units	 	4.7800%	 	4.7697%
	56	 	UBSRES	 	Monroe Center Associates, L.L.C.	 	337-349 Applegarth Road	 	Monroe	 	NJ	 	08831	 	Middlesex	 	Monroe Town Center	 	32,241	 	Square Feet	 	4.7258%	 	4.7155%
	57	 	BNYM	 	Mount Hermon Road Self Storage LLC	 	90 Lockhart Gulch Road	 	Scotts Valley	 	CA	 	95066	 	Santa Cruz	 	Storage Depot II (Scotts Valley Self Storage)	 	694	 	Units	 	4.5615%	 	4.5037%
	58	 	BSP	 	Bloomfield Valley Properties, LLC	 	33 Bloomfield Hills Parkway	 	Bloomfield Hills	 	MI	 	48304	 	Oakland	 	Governor’s Place	 	63,846	 	Square Feet	 	4.8900%	 	4.8797%
	59	 	The Bancorp Bank	 	Waterford 20 LLC	 	20 South Telegraph Road	 	Waterford	 	MI	 	48328	 	Oakland	 	Walgreens - Waterford	 	14,820	 	Square Feet	 	4.5700%	 	4.5597%
	60	 	The Bancorp Bank	 	CCBP II LLC	 	220 Bordentown Hedding Road	 	Bordentown	 	NJ	 	08505	 	Burlington	 	Central Crossing	 	119,922	 	Square Feet	 	4.8300%	 	4.8197%
	61	 	UBSRES	 	Chapanoke Square LLC	 	3210 South Wilmington Street	 	Raleigh	 	NC	 	27603	 	Wake	 	Chapanoke Square	 	89,663	 	Square Feet	 	4.3123%	 	4.3020%
	62	 	UBSRES	 	EL Acquisition LLC; Orbis Acquisition, LLC	 	Various	 	Mentor	 	OH	 	44060	 	Lake	 	Mentor Industrial Portfolio	 	208,500	 	Square Feet	 	4.3988%	 	4.3885%
	62.01	 	UBSRES	 	 	 	9150 Hendricks Road	 	Mentor	 	OH	 	44060	 	Lake	 	Eye Lighting	 	100,000	 	Square Feet	 	 	 	 
	62.02	 	UBSRES	 	 	 	9050 Tyler Boulevard	 	Mentor	 	OH	 	44060	 	Lake	 	Orbis	 	108,500	 	Square Feet	 	 	 	 
	63	 	UBSRES	 	WC-Stahelin, LLC	 	245 West Roosevelt Road	 	West Chicago	 	IL	 	60185	 	DuPage	 	Bowling Green	 	156,344	 	Square Feet	 	4.4650%	 	4.4547%
	64	 	The Bancorp Bank	 	1935 W Linden, LLC & 3738 Harrison Apts, LLC	 	3738 Harrison Street	 	Riverside	 	CA	 	92503	 	Riverside	 	Concord Villas	 	54	 	Units	 	4.6000%	 	4.5897%
	65	 	The Bancorp Bank	 	NB Penn LLC	 	Various	 	Various	 	PA	 	Various	 	Various	 	PA Rite Aid Portfolio	 	21,816	 	Square Feet	 	4.6600%	 	4.6497%
	65.01	 	The Bancorp Bank	 	 	 	3550 Route 130	 	Irwin	 	PA	 	15642	 	Westmoreland	 	Rite Aid - Irwin	 	10,908	 	Square Feet	 	 	 	 
	65.02	 	The Bancorp Bank	 	 	 	1804 Golden Mile Highway	 	Pittsburgh	 	PA	 	15239	 	Allegheny	 	Rite Aid - Pittsburgh	 	10,908	 	Square Feet	 	 	 	 
	66	 	UBSRES	 	A Storage Place-La Sierra, LP	 	4188 Pierce Street	 	Riverside	 	CA	 	92505	 	Riverside	 	A Storage Place - La Sierra	 	771	 	Units	 	4.2805%	 	4.2702%
	67	 	BSP	 	Zukin Family Limited Partnership	 	102, 104, and 116 North Pottstown Pike	 	Chester Springs	 	PA	 	19425	 	Chester	 	Pottstown Pike Retail	 	18,624	 	Square Feet	 	4.8400%	 	4.8297%
	68	 	BNYM	 	Cornerstone-Meadows Limited Partnership	 	3120 Valley Meadow Drive	 	Dallas	 	TX	 	75220	 	Dallas	 	Cornerstone Chase Apartments	 	166	 	Units	 	4.8500%	 	4.8397%
	69	 	BSP	 	Hudson Valley Resort LLC; Green Hospitality LLC	 	50 Red Oaks Mill Road	 	Poughkeepsie	 	NY	 	12603	 	Dutchess	 	Best Western Plus at The Falls	 	40	 	Rooms	 	4.7600%	 	4.7497%
	70	 	UBSRES	 	LMF Richmond, LLC; LMF Rambeau, LLC	 	7001 West Grand Parkway	 	Richmond	 	TX	 	77406	 	Fort Bend	 	Long Meadow Farms	 	14,763	 	Square Feet	 	4.7467%	 	4.7364%
	71	 	Column	 	Glendale Communities LP	 	5745 & 5825 West Maryland Avenue	 	Glendale	 	AZ	 	85301	 	Maricopa	 	Tiki Tai and Maryland West MHC	 	114	 	Pads	 	4.7950%	 	4.7847%
	72	 	UBSRES	 	Central Avenue Self Storage, L.P.	 	3399 Central Avenue	 	Riverside	 	CA	 	92506	 	Riverside	 	Central Avenue Self Storage	 	792	 	Units	 	4.0000%	 	3.9897%
	73	 	Column	 	NP Granada MHC Associates, LLC	 	2400 South MacArthur Boulevard	 	Oklahoma City	 	OK	 	73128	 	Oklahoma	 	Granada Village	 	282	 	Pads	 	4.5800%	 	4.5697%
	74	 	Column	 	Santa Paula Self-Storage, L.P.	 	326 West Santa Maria Street	 	Santa Paula	 	CA	 	93060	 	Ventura	 	Santa Paula Self Storage	 	934	 	Units	 	4.2600%	 	4.2497%
	75	 	UBSRES	 	Shea Renaissance, LLC	 	2201 Ridgmar Boulevard	 	Fort Worth	 	TX	 	76116	 	Tarrant	 	Renaissance Gardens	 	160	 	Units	 	4.1390%	 	4.1287%
	76	 	Column	 	JP Chattanooga I, LLC	 	Various	 	Chattanooga	 	TN	 	37421	 	Hamilton	 	Jaffa Chattanooga Parks	 	201	 	Pads	 	4.9200%	 	4.9097%
	76.01	 	Column	 	 	 	900 Airport Road	 	Chattanooga	 	TN	 	37421	 	Hamilton	 	Whispering Pines MHP	 	113	 	Pads	 	 	 	 
	76.02	 	Column	 	 	 	1708 Shepherd Road	 	Chattanooga	 	TN	 	37421	 	Hamilton	 	Acres of Shade MHP	 	88	 	Pads	 	 	 	 
	77	 	The Bancorp Bank	 	Eleven Ten, LLC	 	1110 East Chapman Avenue	 	Orange	 	CA	 	92866	 	Orange	 	Atrium Professional Plaza	 	19,471	 	Square Feet	 	4.8600%	 	4.8497%
	78	 	The Bancorp Bank	 	Avnet II LLC	 	2143 Winslow Drive	 	Columbus	 	OH	 	43207	 	Franklin	 	2143 Winslow Drive	 	195	 	Units	 	4.8500%	 	4.8397%
	79	 	BSP	 	Chicago Title Land Trust Company, Not Personally But Solely As Trustee Under Trust Agreement Dated February 24, 1986 And Known As Trust No. 43515	 	4701 North Harlem Avenue	 	Harwood Heights	 	IL	 	60706	 	Cook	 	Harwood Commons Ground Lease	 	11	 	Acres	 	4.5000%	 	4.4897%
	80	 	The Bancorp Bank	 	American Self Storage Of Hemet, LLC	 	1180 North State Street	 	Hemet	 	CA	 	92543	 	Riverside	 	American Self Storage	 	771	 	Units	 	4.9500%	 	4.9397%
	81	 	BNYM	 	EST Virginia LLC	 	3298 South Crater Road	 	Petersburg	 	VA	 	23805	 	City of Petersburg	 	Walgreens (Petersburg, VA)	 	14,820	 	Square Feet	 	4.7500%	 	4.7397%
	82	 	The Bancorp Bank	 	Chapel Hill Villas, LLC	 	718-720, 722-724, 726-728, 730-732 North Columbia Street; 119-121, 123 a and b East Longview Street	 	Chapel Hill	 	NC	 	27516	 	Orange	 	Chapel Hill Apartments	 	12	 	Units	 	4.7200%	 	4.7097%
	83	 	BSP	 	3900 Centerpoint Parkway Investments, L.L.C.; 3800 Centerpoint Parkway Investments, L.L.C.; 800 Opdyke Investments, L.L.C.; 700 Opdyke Investments, L.L.C.; 1600 Opdyke Associates, L.L.C.	 	Various	 	Pontiac	 	MI	 	48341	 	Oakland	 	Centerpoint Retail	 	7	 	Acres	 	4.7600%	 	4.7022%
	83.01	 	BSP	 	 	 	3800 Centerpoint	 	Pontiac	 	MI	 	48341	 	Oakland	 	Mi Zarape	 	1	 	Acres	 	 	 	 
	83.02	 	BSP	 	 	 	3900 Centerpoint	 	Pontiac	 	MI	 	48341	 	Oakland	 	Papa Vino’s	 	2	 	Acres	 	 	 	 
	83.03	 	BSP	 	 	 	1600 South Opdyke	 	Pontiac	 	MI	 	48341	 	Oakland	 	Wendy’s Tim Horton’s	 	1	 	Acres	 	 	 	 
	83.04	 	BSP	 	 	 	800 South Opdyke	 	Pontiac	 	MI	 	48341	 	Oakland	 	Arby’s	 	1	 	Acres	 	 	 	 
	83.05	 	BSP	 	 	 	600 South Opdyke	 	Pontiac	 	MI	 	48341	 	Oakland	 	Dunkin Donuts Baskin Robins	 	1	 	Acres	 	 	 	 
	84	 	UBSRES	 	A Storage Place-Barton Road, LP	 	26419 Barton Road	 	Redlands	 	CA	 	92354	 	San Bernardino	 	A Storage Place - Barton Road	 	515	 	Units	 	4.1190%	 	4.1087%
	85	 	UBSRES	 	Portz Properties, LLC	 	1330 Dutch Fork Road	 	Irmo	 	SC	 	29063	 	Richland	 	CVS - Irmo	 	10,125	 	Square Feet	 	4.6830%	 	4.6727%
	86	 	Column	 	JP Baytown I, LLC	 	6310 North Highway 146	 	Baytown	 	TX	 	77523	 	Chambers	 	Cedar Bayou MHP	 	111	 	Pads	 	4.7700%	 	4.7597%
	87	 	Column	 	Wendy Bagwell Venture, LLC	 	5739 Wendy Bagwell Parkway	 	Hiram	 	GA	 	30141	 	Paulding	 	Shoppes at Hiram	 	12,600	 	Square Feet	 	4.8100%	 	4.7597%
	88	 	Column	 	Teal Holdings, LLC	 	2434 East Baseline Road	 	Phoenix	 	AZ	 	85042	 	Maricopa	 	The Legacy Plaza	 	6,560	 	Square Feet	 	4.6100%	 	4.5997%
	89	 	Column	 	Scenic Ridge, LLC	 	5191 West 112th Avenue	 	Westminster	 	CO	 	80020	 	Adams	 	Scenic Ridge	 	9,178	 	Square Feet	 	5.0300%	 	5.0197%



 


    	 



    	 



    
 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	 	Originator/Loan Seller	 	Mortgagor Name	 	 	 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
	1	 	UBSRES	 	DMP CR Plaza, LLC	 	 	 	 	 	 	130,000,000	 	130,000,000	 	120	 	120	 	08/06/25	 	315	 	315
	2	 	Column	 	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.	 	 	 	 	 	105,000,000	 	105,000,000	 	60	 	59	 	07/06/20	 	360	 	360
	2.01	 	Column	 	 	 	 	 	 	 	 	       4,627,237	 	4,627,237	 	 	 	 	 	 	 	 	 	 
	2.02	 	Column	 	 	 	 	 	 	 	 	       4,314,115	 	4,314,115	 	 	 	 	 	 	 	 	 	 
	2.03	 	Column	 	 	 	 	 	 	 	 	       3,896,620	 	3,896,620	 	 	 	 	 	 	 	 	 	 
	2.04	 	Column	 	 	 	 	 	 	 	 	       3,757,455	 	3,757,455	 	 	 	 	 	 	 	 	 	 
	2.05	 	Column	 	 	 	 	 	 	 	 	       3,618,290	 	3,618,290	 	 	 	 	 	 	 	 	 	 
	2.06	 	Column	 	 	 	 	 	 	 	 	       3,583,499	 	3,583,499	 	 	 	 	 	 	 	 	 	 
	2.07	 	Column	 	 	 	 	 	 	 	 	       3,096,421	 	3,096,421	 	 	 	 	 	 	 	 	 	 
	2.08	 	Column	 	 	 	 	 	 	 	 	       2,922,465	 	2,922,465	 	 	 	 	 	 	 	 	 	 
	2.09	 	Column	 	 	 	 	 	 	 	 	       2,783,300	 	2,783,300	 	 	 	 	 	 	 	 	 	 
	2.1	 	Column	 	 	 	 	 	 	 	 	       2,783,300	 	2,783,300	 	 	 	 	 	 	 	 	 	 
	2.11	 	Column	 	 	 	 	 	 	 	 	       2,748,509	 	2,748,509	 	 	 	 	 	 	 	 	 	 
	2.12	 	Column	 	 	 	 	 	 	 	 	       2,748,509	 	2,748,509	 	 	 	 	 	 	 	 	 	 
	2.13	 	Column	 	 	 	 	 	 	 	 	       2,574,553	 	2,574,553	 	 	 	 	 	 	 	 	 	 
	2.14	 	Column	 	 	 	 	 	 	 	 	       2,470,179	 	2,470,179	 	 	 	 	 	 	 	 	 	 
	2.15	 	Column	 	 	 	 	 	 	 	 	       2,470,179	 	2,470,179	 	 	 	 	 	 	 	 	 	 
	2.16	 	Column	 	 	 	 	 	 	 	 	       2,470,179	 	2,470,179	 	 	 	 	 	 	 	 	 	 
	2.17	 	Column	 	 	 	 	 	 	 	 	       2,400,596	 	2,400,596	 	 	 	 	 	 	 	 	 	 
	2.18	 	Column	 	 	 	 	 	 	 	 	       2,365,805	 	2,365,805	 	 	 	 	 	 	 	 	 	 
	2.19	 	Column	 	 	 	 	 	 	 	 	       2,365,805	 	2,365,805	 	 	 	 	 	 	 	 	 	 
	2.2	 	Column	 	 	 	 	 	 	 	 	       2,331,014	 	2,331,014	 	 	 	 	 	 	 	 	 	 
	2.21	 	Column	 	 	 	 	 	 	 	 	       2,296,223	 	2,296,223	 	 	 	 	 	 	 	 	 	 
	2.22	 	Column	 	 	 	 	 	 	 	 	       2,296,223	 	2,296,223	 	 	 	 	 	 	 	 	 	 
	2.23	 	Column	 	 	 	 	 	 	 	 	       2,052,684	 	2,052,684	 	 	 	 	 	 	 	 	 	 
	2.24	 	Column	 	 	 	 	 	 	 	 	       2,052,684	 	2,052,684	 	 	 	 	 	 	 	 	 	 
	2.25	 	Column	 	 	 	 	 	 	 	 	       2,017,893	 	2,017,893	 	 	 	 	 	 	 	 	 	 
	2.26	 	Column	 	 	 	 	 	 	 	 	       2,017,893	 	2,017,893	 	 	 	 	 	 	 	 	 	 
	2.27	 	Column	 	 	 	 	 	 	 	 	       1,983,101	 	1,983,101	 	 	 	 	 	 	 	 	 	 
	2.28	 	Column	 	 	 	 	 	 	 	 	       1,983,101	 	1,983,101	 	 	 	 	 	 	 	 	 	 
	2.29	 	Column	 	 	 	 	 	 	 	 	       1,913,519	 	1,913,519	 	 	 	 	 	 	 	 	 	 
	2.3	 	Column	 	 	 	 	 	 	 	 	       1,913,519	 	1,913,519	 	 	 	 	 	 	 	 	 	 
	2.31	 	Column	 	 	 	 	 	 	 	 	       1,843,936	 	1,843,936	 	 	 	 	 	 	 	 	 	 
	2.32	 	Column	 	 	 	 	 	 	 	 	       1,774,354	 	1,774,354	 	 	 	 	 	 	 	 	 	 
	2.33	 	Column	 	 	 	 	 	 	 	 	       1,704,771	 	1,704,771	 	 	 	 	 	 	 	 	 	 
	2.34	 	Column	 	 	 	 	 	 	 	 	       1,669,980	 	1,669,980	 	 	 	 	 	 	 	 	 	 
	2.35	 	Column	 	 	 	 	 	 	 	 	       1,669,980	 	1,669,980	 	 	 	 	 	 	 	 	 	 
	2.36	 	Column	 	 	 	 	 	 	 	 	       1,565,606	 	1,565,606	 	 	 	 	 	 	 	 	 	 
	2.37	 	Column	 	 	 	 	 	 	 	 	       1,461,233	 	1,461,233	 	 	 	 	 	 	 	 	 	 
	2.38	 	Column	 	 	 	 	 	 	 	 	       1,426,441	 	1,426,441	 	 	 	 	 	 	 	 	 	 
	2.39	 	Column	 	 	 	 	 	 	 	 	       1,356,859	 	1,356,859	 	 	 	 	 	 	 	 	 	 
	2.4	 	Column	 	 	 	 	 	 	 	 	       1,217,694	 	1,217,694	 	 	 	 	 	 	 	 	 	 
	2.41	 	Column	 	 	 	 	 	 	 	 	       1,182,903	 	1,182,903	 	 	 	 	 	 	 	 	 	 
	2.42	 	Column	 	 	 	 	 	 	 	 	       1,182,903	 	1,182,903	 	 	 	 	 	 	 	 	 	 
	2.43	 	Column	 	 	 	 	 	 	 	 	       1,148,111	 	1,148,111	 	 	 	 	 	 	 	 	 	 
	2.44	 	Column	 	 	 	 	 	 	 	 	          939,364	 	939,364	 	 	 	 	 	 	 	 	 	 
	2.45	 	Column	 	 	 	 	 	 	 	 	          800,199	 	800,199	 	 	 	 	 	 	 	 	 	 
	2.46	 	Column	 	 	 	 	 	 	 	 	          730,616	 	730,616	 	 	 	 	 	 	 	 	 	 
	2.47	 	Column	 	 	 	 	 	 	 	 	          730,616	 	730,616	 	 	 	 	 	 	 	 	 	 
	2.48	 	Column	 	 	 	 	 	 	 	 	          626,243	 	626,243	 	 	 	 	 	 	 	 	 	 
	2.49	 	Column	 	 	 	 	 	 	 	 	          556,660	 	556,660	 	 	 	 	 	 	 	 	 	 
	2.5	 	Column	 	 	 	 	 	 	 	 	          556,660	 	556,660	 	 	 	 	 	 	 	 	 	 
	3	 	UBSRES	 	MNH Mall L.L.C.; Mayflower New Hampshire Best Buy, L.P.	 	 	 	 	 	 	100,000,000	 	100,000,000	 	120	 	119	 	07/01/25	 	0	 	0
	4	 	Column	 	Wheaton Plaza Regional Shopping Center LLC	 	 	3.8000%	 	3.7899%	 	    97,000,000	 	97,000,000	 	120	 	115	 	03/01/25	 	0	 	0
	5	 	Column	 	Arizona Grand Resort, LLC	 	 	 	 	 	 	    50,000,000	 	50,000,000	 	120	 	119	 	07/06/25	 	360	 	360
	6	 	Column	 	Soho Grand Hotel, Inc. & Tribeca Grand Hotel, Inc.	 	 	4.0211%	 	4.0110%	 	    50,000,000	 	50,000,000	 	120	 	111	 	11/06/24	 	0	 	0
	6.01	 	Column	 	 	 	 	 	 	 	 	    36,889,460	 	36,889,460	 	 	 	 	 	 	 	 	 	 
	6.02	 	Column	 	 	 	 	 	 	 	 	    13,110,540	 	13,110,540	 	 	 	 	 	 	 	 	 	 
	7	 	Column	 	Trumbull Shopping Center #2 LLC	 	 	3.8000%	 	3.7899%	 	    41,162,162	 	41,162,162	 	120	 	115	 	03/01/25	 	0	 	0
	8	 	BNYM	 	Henderson Beach Partners, LLC	 	 	 	 	 	 	    30,000,000	 	30,000,000	 	120	 	118	 	06/06/25	 	360	 	360
	9	 	BNYM	 	Diamond Capital Group, LP	 	 	 	 	 	 	    27,500,000	 	27,500,000	 	120	 	120	 	08/06/25	 	360	 	360
	10	 	BSP	 	21 Astor Partners LLC; 21 Astor Partners II LLC; 21 Astor Partners III LLC	 	 	 	 	 	 	    26,650,000	 	26,650,000	 	120	 	120	 	08/06/25	 	0	 	0
	11	 	Column	 	Summer Lake Villas LLC	 	 	 	 	 	 	    26,000,000	 	26,000,000	 	120	 	119	 	07/06/25	 	360	 	360
	11.01	 	Column	 	 	 	 	 	 	 	 	    14,783,265	 	14,783,265	 	 	 	 	 	 	 	 	 	 
	11.02	 	Column	 	 	 	 	 	 	 	 	       7,525,620	 	7,525,620	 	 	 	 	 	 	 	 	 	 
	11.03	 	Column	 	 	 	 	 	 	 	 	       3,691,115	 	3,691,115	 	 	 	 	 	 	 	 	 	 
	12	 	The Bancorp Bank	 	Greenwood Holdings, LLC	 	 	 	 	 	 	25,300,000	 	25,206,602	 	120	 	117	 	05/05/25	 	360	 	357
	13	 	BNYM	 	SAC Hospitality LLC	 	 	 	 	 	 	23,700,000	 	23,700,000	 	60	 	59	 	07/06/20	 	360	 	360
	14	 	BSP	 	Damen Freezer Owners, LLC; Damen Cold Storage Owners, LLC; Damen Warehouse Owners, LLC	 	 	 	 	 	 	23,100,000	 	23,100,000	 	120	 	118	 	06/06/25	 	360	 	360
	15	 	BNYM	 	Sugartree Apartments, LLC; Empirian Sugartree II LLC; Willowood Apartments of Grove City, LLC; Willowood Apartments of Grove City, II, LLC; Sandpiper Apartments II, LLC; Parkway North Apartments, LLC; Dartmouth Place Apartments of Kent, LLC; Cardinal E.P., LLC; Meldon Place Apartments of Toledo, LLC	 	 	 	 	 	 	21,040,000	 	21,040,000	 	120	 	115	 	03/06/25	 	360	 	360
	15.01	 	BNYM	 	 	 	 	 	 	 	 	5,512,000	 	5,512,000	 	 	 	 	 	 	 	 	 	 
	15.02	 	BNYM	 	 	 	 	 	 	 	 	4,472,000	 	4,472,000	 	 	 	 	 	 	 	 	 	 
	15.03	 	BNYM	 	 	 	 	 	 	 	 	3,712,000	 	3,712,000	 	 	 	 	 	 	 	 	 	 
	15.04	 	BNYM	 	 	 	 	 	 	 	 	       2,848,000	 	2,848,000	 	 	 	 	 	 	 	 	 	 
	15.05	 	BNYM	 	 	 	 	 	 	 	 	       2,456,000	 	2,456,000	 	 	 	 	 	 	 	 	 	 
	15.06	 	BNYM	 	 	 	 	 	 	 	 	       2,040,000	 	2,040,000	 	 	 	 	 	 	 	 	 	 
	16	 	UBSRES	 	Privet Birmingham Crescent, LLC	 	 	 	 	 	 	    20,500,000	 	20,500,000	 	120	 	119	 	07/06/25	 	360	 	360
	17	 	UBSRES	 	GRM HIMV, LLC; Goodman HIMV, LLC; Terrapin Mill Valley Investments, LLC	 	 	 	 	 	 	    18,750,000	 	18,730,302	 	120	 	119	 	07/06/25	 	360	 	359
	18	 	BNYM	 	7101 Sunset, LLC	 	 	 	 	 	 	    18,500,000	 	18,500,000	 	120	 	119	 	07/06/25	 	360	 	360
	19	 	BNYM	 	Peppertree Capital, LP	 	 	 	 	 	 	    18,200,000	 	18,200,000	 	120	 	120	 	08/06/25	 	360	 	360
	20	 	BNYM	 	250 South Clinton LLC    	 	 	 	 	 	 	    18,075,000	 	18,075,000	 	120	 	120	 	08/06/25	 	360	 	360
	20.01	 	BNYM	 	 	 	 	 	 	 	 	    14,137,500	 	14,137,500	 	 	 	 	 	 	 	 	 	 
	20.02	 	BNYM	 	 	 	 	 	 	 	 	       3,937,500	 	3,937,500	 	 	 	 	 	 	 	 	 	 
	21	 	Column	 	Ranch on the River, LP	 	 	 	 	 	 	    17,788,000	 	17,788,000	 	120	 	119	 	07/06/25	 	360	 	360
	22	 	UBSRES	 	BT (Multi) LLC	 	 	N/A	 	N/A	 	    17,170,000	 	17,170,000	 	120	 	119	 	07/06/25	 	360	 	360
	22.01	 	UBSRES	 	 	 	 	 	 	 	 	       4,086,268	 	4,086,268	 	 	 	 	 	 	 	 	 	 
	22.02	 	UBSRES	 	 	 	 	 	 	 	 	       3,779,319	 	3,779,319	 	 	 	 	 	 	 	 	 	 
	22.03	 	UBSRES	 	 	 	 	 	 	 	 	       3,453,184	 	3,453,184	 	 	 	 	 	 	 	 	 	 
	22.04	 	UBSRES	 	 	 	 	 	 	 	 	       2,436,413	 	2,436,413	 	 	 	 	 	 	 	 	 	 
	22.05	 	UBSRES	 	 	 	 	 	 	 	 	       1,841,698	 	1,841,698	 	 	 	 	 	 	 	 	 	 
	22.06	 	UBSRES	 	 	 	 	 	 	 	 	       1,573,117	 	1,573,117	 	 	 	 	 	 	 	 	 	 
	23	 	UBSRES	 	Scannell Properties #183, LLC	 	 	 	 	 	 	    17,000,000	 	16,982,329	 	120	 	119	 	07/06/25	 	360	 	359
	24	 	Column	 	2015 Houston Sterling Point, LLC	 	 	4.2500%	 	4.2399%	 	    17,000,000	 	16,933,509	 	120	 	117	 	05/06/25	 	360	 	357
	25	 	BSP	 	1315 Lincoln Owner LLC	 	 	 	 	 	 	    16,600,000	 	16,600,000	 	60	 	57	 	05/06/20	 	0	 	0
	26	 	UBSRES	 	Congress Hall Limited Liability Company; Perry Street Associates, LLC	 	 	 	 	 	 	    16,000,000	 	16,000,000	 	120	 	120	 	08/06/25	 	360	 	360
	26.01	 	UBSRES	 	 	 	 	 	 	 	 	    13,665,236	 	13,665,236	 	 	 	 	 	 	 	 	 	 
	26.02	 	UBSRES	 	 	 	 	 	 	 	 	       2,334,764	 	2,334,764	 	 	 	 	 	 	 	 	 	 
	27	 	Column	 	PGE Starpoint, LLC; PGE 1, LLC; PGE 2, LLC; PGE 3, LLC; PGE 4, LLC; PGE 5, LLC; PGE 6, LLC; PGE 7, LLC; PGE 8, LLC; PGE 9, LLC; PGE 10, LLC; PGE 11, LLC; PGE 12, LLC; PGE 13, LLC; PGE 14, LLC; PGE 15, LLC; PGE 16, LLC; PGE 17, LLC; PGE 18, LLC; PGE 19, LLC; PGE 20, LLC; PGE 21, LLC; PGE 26, LLC    	 	 	 	 	 	 	    14,300,000	 	14,300,000	 	120	 	120	 	08/06/25	 	300	 	300
	28	 	The Bancorp Bank	 	RE Dunwoody Holdings #1, LLC	 	 	 	 	 	 	    14,200,000	 	14,200,000	 	120	 	119	 	07/05/25	 	360	 	360
	29	 	Column	 	4800 Sugar Grove, LLC	 	 	 	 	 	 	    14,000,000	 	13,982,824	 	120	 	119	 	07/06/25	 	360	 	359
	30	 	UBSRES	 	Northwest of McAllen Limited Partnership	 	 	 	 	 	 	    13,500,000	 	13,485,144	 	120	 	119	 	07/06/25	 	360	 	359
	31	 	UBSRES	 	Jahco Burleson Town Center LLC	 	 	 	 	 	 	    12,000,000	 	11,979,130	 	120	 	119	 	07/06/25	 	300	 	299
	32	 	Column	 	HH-Laveen, LLC	 	 	 	 	 	 	    11,850,000	 	11,820,748	 	120	 	118	 	06/06/25	 	360	 	358
	33	 	BSP	 	NG BIM Colony Plaza LLC	 	 	 	 	 	 	    11,750,000	 	11,737,366	 	120	 	119	 	07/06/25	 	360	 	359
	34	 	Column	 	GA HC REIT II Vicksburg MS MOB, LLC	 	 	 	 	 	 	    11,500,000	 	11,500,000	 	120	 	118	 	06/06/25	 	360	 	360
	35	 	BSP	 	Millside Plaza LLC	 	 	 	 	 	 	    11,100,000	 	11,100,000	 	120	 	118	 	06/06/25	 	360	 	360
	36	 	Column	 	Self Storage LLC	 	 	 	 	 	 	    11,000,000	 	11,000,000	 	120	 	119	 	07/06/25	 	360	 	360
	36.01	 	Column	 	 	 	 	 	 	 	 	       2,110,312	 	2,110,312	 	 	 	 	 	 	 	 	 	 
	36.02	 	Column	 	 	 	 	 	 	 	 	       2,004,796	 	2,004,796	 	 	 	 	 	 	 	 	 	 
	36.03	 	Column	 	 	 	 	 	 	 	 	       2,004,796	 	2,004,796	 	 	 	 	 	 	 	 	 	 
	36.04	 	Column	 	 	 	 	 	 	 	 	       1,688,249	 	1,688,249	 	 	 	 	 	 	 	 	 	 
	36.05	 	Column	 	 	 	 	 	 	 	 	       1,160,672	 	1,160,672	 	 	 	 	 	 	 	 	 	 
	36.06	 	Column	 	 	 	 	 	 	 	 	       1,028,777	 	1,028,777	 	 	 	 	 	 	 	 	 	 
	36.07	 	Column	 	 	 	 	 	 	 	 	       1,002,398	 	1,002,398	 	 	 	 	 	 	 	 	 	 
	37	 	Column	 	Alvarado Real Estate Investments LLC	 	 	 	 	 	 	    11,000,000	 	10,971,562	 	120	 	118	 	06/06/25	 	360	 	358
	38	 	Column	 	BMA Brookwood Apartments, LLC	 	 	 	 	 	 	    10,695,000	 	10,695,000	 	120	 	118	 	06/06/25	 	360	 	360
	39	 	UBSRES	 	Deerfield 21 Corporation	 	 	 	 	 	 	    10,500,000	 	10,500,000	 	120	 	118	 	06/06/25	 	0	 	0
	40	 	BNYM	 	MDR Brinton Lake LLC; Brinton Lake Hotel Associates, LP	 	 	 	 	 	 	    10,500,000	 	10,473,658	 	120	 	118	 	06/06/25	 	360	 	358
	41	 	Column	 	Sherwood Equity LLC	 	 	 	 	 	 	    10,460,000	 	10,434,698	 	120	 	118	 	06/06/25	 	360	 	358
	42	 	Column	 	Pickerington Plaza Limited Partnership	 	 	 	 	 	 	       9,750,000	 	9,750,000	 	120	 	117	 	05/01/25	 	360	 	360
	43	 	UBSRES	 	Crossroads Shopping Center Investments, LLC	 	 	 	 	 	 	       9,750,000	 	9,725,980	 	120	 	118	 	06/06/25	 	360	 	358
	44	 	Column	 	Konark Limited Partnership	 	 	 	 	 	 	       9,600,000	 	9,589,039	 	120	 	119	 	07/01/25	 	360	 	359
	45	 	Column	 	Varner NLS, LLC & Varner 203, LLC	 	 	 	 	 	 	       9,500,000	 	9,500,000	 	120	 	120	 	08/06/25	 	360	 	360
	46	 	BSP	 	Silverwood, L.L.C.; Hudson Apartments, LLC; Camellia Apartments, LLC	 	 	 	 	 	 	       9,150,000	 	9,139,577	 	120	 	119	 	07/06/25	 	360	 	359
	46.01	 	BSP	 	 	 	 	 	 	 	 	       3,335,938	 	3,332,138	 	 	 	 	 	 	 	 	 	 
	46.02	 	BSP	 	 	 	 	 	 	 	 	       3,097,656	 	3,094,127	 	 	 	 	 	 	 	 	 	 
	46.03	 	BSP	 	 	 	 	 	 	 	 	       2,716,406	 	2,713,312	 	 	 	 	 	 	 	 	 	 
	47	 	Column	 	DPH Newco, LLC; NC Regency Newco, LLC; RB Daytona Newco, LLC; DPP Newco, LLC	 	 	 	 	 	 	       9,000,000	 	9,000,000	 	120	 	119	 	07/06/25	 	360	 	360
	48	 	BNYM	 	2280 Corporate Circle, LLC	 	 	 	 	 	 	       9,000,000	 	9,000,000	 	120	 	120	 	08/06/25	 	336	 	336
	49	 	UBSRES	 	83655 Date SP, LLC; Milner-Indio SP, LLC; Porter-Indio SP, LLC	 	 	 	 	 	 	       8,400,000	 	8,400,000	 	120	 	119	 	07/06/25	 	360	 	360
	50	 	The Bancorp Bank	 	Plaza Las Brisas, LLC	 	 	 	 	 	 	       8,300,000	 	8,279,009	 	120	 	118	 	06/05/25	 	360	 	358
	51	 	BSP	 	HEC - RNBT LLC	 	 	 	 	 	 	       8,255,000	 	8,255,000	 	120	 	118	 	06/06/25	 	360	 	360
	52	 	UBSRES	 	800 Chester Pike Associates, LP	 	 	 	 	 	 	       8,100,000	 	8,100,000	 	120	 	120	 	08/06/25	 	360	 	360
	53	 	Column	 	Tara Hills LLC	 	 	 	 	 	 	       8,000,000	 	8,000,000	 	120	 	118	 	06/06/25	 	360	 	360
	54	 	BSP	 	Baltimore North Hotel LLC	 	 	 	 	 	 	       8,000,000	 	8,000,000	 	120	 	120	 	08/06/25	 	300	 	300
	55	 	The Bancorp Bank	 	AHH Paradise LLC	 	 	 	 	 	 	       7,875,000	 	7,875,000	 	120	 	119	 	07/05/25	 	360	 	360
	56	 	UBSRES	 	Monroe Center Associates, L.L.C.	 	 	 	 	 	 	       7,700,000	 	7,691,280	 	120	 	119	 	07/06/25	 	360	 	359
	57	 	BNYM	 	Mount Hermon Road Self Storage LLC	 	 	 	 	 	 	       7,200,000	 	7,191,536	 	60	 	59	 	07/06/20	 	360	 	359
	58	 	BSP	 	Bloomfield Valley Properties, LLC	 	 	 	 	 	 	       7,000,000	 	7,000,000	 	120	 	120	 	08/06/25	 	360	 	360
	59	 	The Bancorp Bank	 	Waterford 20 LLC	 	 	 	 	 	 	       6,600,000	 	6,600,000	 	120	 	118	 	06/05/25	 	360	 	360
	60	 	The Bancorp Bank	 	CCBP II LLC	 	 	 	 	 	 	       6,600,000	 	6,592,703	 	120	 	119	 	07/05/25	 	360	 	359
	61	 	UBSRES	 	Chapanoke Square LLC	 	 	 	 	 	 	       6,525,000	 	6,525,000	 	120	 	118	 	06/06/25	 	360	 	360
	62	 	UBSRES	 	EL Acquisition LLC; Orbis Acquisition, LLC	 	 	 	 	 	 	       6,200,000	 	6,192,442	 	120	 	119	 	07/06/25	 	360	 	359
	62.01	 	UBSRES	 	 	 	 	 	 	 	 	       3,297,872	 	3,293,852	 	 	 	 	 	 	 	 	 	 
	62.02	 	UBSRES	 	 	 	 	 	 	 	 	       2,902,128	 	2,898,590	 	 	 	 	 	 	 	 	 	 
	63	 	UBSRES	 	WC-Stahelin, LLC	 	 	 	 	 	 	       6,100,000	 	6,100,000	 	120	 	118	 	06/06/25	 	360	 	360
	64	 	The Bancorp Bank	 	1935 W Linden, LLC & 3738 Harrison Apts, LLC	 	 	 	 	 	 	       6,000,000	 	6,000,000	 	120	 	119	 	07/05/25	 	360	 	360
	65	 	The Bancorp Bank	 	NB Penn LLC	 	 	 	 	 	 	       5,745,000	 	5,738,396	 	120	 	119	 	07/05/25	 	360	 	359
	65.01	 	The Bancorp Bank	 	 	 	 	 	 	 	 	       2,872,500	 	2,869,198	 	 	 	 	 	 	 	 	 	 
	65.02	 	The Bancorp Bank	 	 	 	 	 	 	 	 	       2,872,500	 	2,869,198	 	 	 	 	 	 	 	 	 	 
	66	 	UBSRES	 	A Storage Place-La Sierra, LP	 	 	 	 	 	 	       5,700,000	 	5,700,000	 	120	 	119	 	07/06/25	 	0	 	0
	67	 	BSP	 	Zukin Family Limited Partnership	 	 	 	 	 	 	       5,600,000	 	5,600,000	 	120	 	119	 	07/01/25	 	360	 	360
	68	 	BNYM	 	Cornerstone-Meadows Limited Partnership	 	 	 	 	 	 	       5,500,000	 	5,500,000	 	120	 	120	 	08/06/25	 	360	 	360
	69	 	BSP	 	Hudson Valley Resort LLC; Green Hospitality LLC	 	 	 	 	 	 	       4,750,000	 	4,742,362	 	120	 	119	 	07/06/25	 	300	 	299
	70	 	UBSRES	 	LMF Richmond, LLC; LMF Rambeau, LLC	 	 	 	 	 	 	       4,387,500	 	4,387,500	 	120	 	119	 	07/06/25	 	360	 	360
	71	 	Column	 	Glendale Communities LP	 	 	 	 	 	 	       4,125,000	 	4,125,000	 	120	 	119	 	07/06/25	 	360	 	360
	72	 	UBSRES	 	Central Avenue Self Storage, L.P.	 	 	 	 	 	 	       4,000,000	 	4,000,000	 	120	 	117	 	05/06/25	 	0	 	0
	73	 	Column	 	NP Granada MHC Associates, LLC	 	 	 	 	 	 	       4,000,000	 	3,990,106	 	120	 	118	 	06/06/25	 	360	 	358
	74	 	Column	 	Santa Paula Self-Storage, L.P.	 	 	 	 	 	 	       3,900,000	 	3,889,715	 	120	 	118	 	06/06/25	 	360	 	358
	75	 	UBSRES	 	Shea Renaissance, LLC	 	 	 	 	 	 	       3,700,000	 	3,700,000	 	120	 	118	 	06/06/25	 	360	 	360
	76	 	Column	 	JP Chattanooga I, LLC	 	 	 	 	 	 	       3,640,000	 	3,640,000	 	120	 	119	 	07/06/25	 	360	 	360
	76.01	 	Column	 	 	 	 	 	 	 	 	       2,058,000	 	2,058,000	 	 	 	 	 	 	 	 	 	 
	76.02	 	Column	 	 	 	 	 	 	 	 	       1,582,000	 	1,582,000	 	 	 	 	 	 	 	 	 	 
	77	 	The Bancorp Bank	 	Eleven Ten, LLC	 	 	 	 	 	 	       3,550,000	 	3,550,000	 	120	 	120	 	08/05/25	 	360	 	360
	78	 	The Bancorp Bank	 	Avnet II LLC	 	 	 	 	 	 	       3,400,000	 	3,388,268	 	120	 	117	 	05/05/25	 	360	 	357
	79	 	BSP	 	Chicago Title Land Trust Company, Not Personally But Solely As Trustee Under Trust Agreement Dated February 24, 1986 And Known As Trust No. 43515	 	 	 	 	 	 	       3,100,000	 	3,100,000	 	120	 	117	 	05/06/25	 	360	 	360
	80	 	The Bancorp Bank	 	American Self Storage Of Hemet, LLC	 	 	 	 	 	 	       2,990,000	 	2,990,000	 	120	 	120	 	08/05/25	 	360	 	360
	81	 	BNYM	 	EST Virginia LLC	 	 	 	 	 	 	       2,900,000	 	2,900,000	 	120	 	119	 	07/06/25	 	360	 	360
	82	 	The Bancorp Bank	 	Chapel Hill Villas, LLC	 	 	 	 	 	 	       2,800,000	 	2,800,000	 	120	 	119	 	07/05/25	 	360	 	360
	83	 	BSP	 	3900 Centerpoint Parkway Investments, L.L.C.; 3800 Centerpoint Parkway Investments, L.L.C.; 800 Opdyke Investments, L.L.C.; 700 Opdyke Investments, L.L.C.; 1600 Opdyke Associates, L.L.C.	 	 	 	 	 	 	       2,800,000	 	2,793,323	 	120	 	118	 	06/06/25	 	360	 	358
	83.01	 	BSP	 	 	 	 	 	 	 	 	          618,605	 	617,130	 	 	 	 	 	 	 	 	 	 
	83.02	 	BSP	 	 	 	 	 	 	 	 	          596,899	 	595,476	 	 	 	 	 	 	 	 	 	 
	83.03	 	BSP	 	 	 	 	 	 	 	 	          596,899	 	595,476	 	 	 	 	 	 	 	 	 	 
	83.04	 	BSP	 	 	 	 	 	 	 	 	          499,225	 	498,034	 	 	 	 	 	 	 	 	 	 
	83.05	 	BSP	 	 	 	 	 	 	 	 	          488,372	 	487,208	 	 	 	 	 	 	 	 	 	 
	84	 	UBSRES	 	A Storage Place-Barton Road, LP	 	 	 	 	 	 	       2,300,000	 	2,300,000	 	120	 	119	 	07/06/25	 	0	 	0
	85	 	UBSRES	 	Portz Properties, LLC	 	 	 	 	 	 	       2,030,000	 	2,030,000	 	120	 	117	 	05/06/25	 	0	 	0
	86	 	Column	 	JP Baytown I, LLC	 	 	 	 	 	 	       2,000,000	 	2,000,000	 	120	 	119	 	07/06/25	 	360	 	360
	87	 	Column	 	Wendy Bagwell Venture, LLC	 	 	 	 	 	 	       1,600,000	 	1,598,223	 	120	 	119	 	07/06/25	 	360	 	359
	88	 	Column	 	Teal Holdings, LLC	 	 	 	 	 	 	       1,400,000	 	1,400,000	 	120	 	117	 	05/01/25	 	360	 	360
	89	 	Column	 	Scenic Ridge, LLC	 	 	 	 	 	 	       1,400,000	 	1,398,523	 	120	 	119	 	07/06/25	 	360	 	359



 


    	 



    	 



    




 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 Companion
    Loan Cut-off Principal Balance 	 	Companion
    Loan Original Term	 	Companion
    Loan Remaining Term	 	Companion
    Loan Maturity/ARD Date	 	Companion
    Loan Amortiziation Term	 	Companion
    Loan Remaining Amortization Term for Balloon Loans	 	 Monthly
    Payment 	 	 Serviced
    Whole Loan 	 	Servicing
    Fee Rate	 	Subservicing
    Fee
	1	 	UBSRES	 	DMP
    CR Plaza, LLC	81,000,000	 	120	 	120	 	08/06/25	 	315	 	315	 	     680,760.29
    	 	 Yes
    	 	0.00250%	 	0.00250%
	2	 	Column	 	 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.	95,000,000	 	60	 	59	 	07/06/20	 	360	 	360	 	     487,605.07
    	 	 Yes
    	 	0.00250%	 	0.00250%
	2.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.03	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.04	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.05	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.06	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.07	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.08	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.09	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.1	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.11	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.12	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.13	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.14	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.15	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.16	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.17	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.18	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.19	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.2	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.21	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.22	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.23	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.24	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.25	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.26	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.27	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.28	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.29	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.3	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.31	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.32	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.33	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.34	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.35	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.36	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.37	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.38	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.39	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.4	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.41	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.42	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.43	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.44	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.45	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.46	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.47	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.48	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.49	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.5	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	UBSRES	 	MNH
    Mall L.L.C.; Mayflower New Hampshire Best Buy, L.P.	50,000,000	 	120	 	119	 	07/01/25	 	0	 	0	 	     347,087.96
    	 	 Yes
    	 	0.00250%	 	0.00250%
	4	 	Column	 	Wheaton
    Plaza Regional Shopping Center LLC	137,617,526	 	120	 	115	 	03/01/25	 	0	 	0	 	     311,432.87
    	 	 No
    	 	0.00250%	 	0.00250%
	5	 	Column	 	Arizona
    Grand Resort, LLC	45,000,000	 	120	 	119	 	07/06/25	 	360	 	360	 	     229,491.35
    	 	 Yes
    	 	0.00250%	 	0.00250%
	6	 	Column	 	Soho
    Grand Hotel, Inc. & Tribeca Grand Hotel, Inc.	175,000,000	 	120	 	111	 	11/06/24	 	0	 	0	 	     169,872.86
    	 	 No
    	 	0.00250%	 	0.00250%
	6.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	6.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	7	 	Column	 	Trumbull
    Shopping Center #2 LLC	111,137,838	 	120	 	115	 	03/01/25	 	0	 	0	 	     132,157.22
    	 	 No
    	 	0.00250%	 	0.00250%
	8	 	BNYM	 	Henderson
    Beach Partners, LLC	 	 	 	 	 	 	 	 	 	 	 	 	     147,933.44
    	 	 NAP
    	 	0.00500%	 	0.00000%
	9	 	BNYM	 	Diamond
    Capital Group, LP	 	 	 	 	 	 	 	 	 	 	 	 	     140,648.69
    	 	 NAP
    	 	0.00500%	 	0.00000%
	10	 	BSP	 	21
    Astor Partners LLC; 21 Astor Partners II LLC; 21 Astor Partners III LLC	 	 	 	 	 	 	 	 	 	 	 	 	     103,802.37
    	 	 NAP
    	 	0.00500%	 	0.00000%
	11	 	Column	 	Summer
    Lake Villas LLC	 	 	 	 	 	 	 	 	 	 	 	 	     137,830.96
    	 	 NAP
    	 	0.00250%	 	0.00750%
	11.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	11.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	11.03	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	12	 	The
    Bancorp Bank	 	Greenwood
    Holdings, LLC	 	 	 	 	 	 	 	 	 	 	 	 	     128,642.76
    	 	 NAP
    	 	0.00500%	 	0.00000%
	13	 	BNYM	 	SAC
    Hospitality LLC	 	 	 	 	 	 	 	 	 	 	 	 	     120,930.82
    	 	 NAP
    	 	0.00500%	 	0.00000%
	14	 	BSP	 	Damen
    Freezer Owners, LLC; Damen Cold Storage Owners, LLC; Damen Warehouse Owners, LLC	 	 	 	 	 	 	 	 	 	 	 	 	     114,315.30
    	 	 NAP
    	 	0.00500%	 	0.00000%
	15	 	BNYM	 	Sugartree
    Apartments, LLC; Empirian Sugartree II LLC; Willowood Apartments of Grove City, LLC; Willowood Apartments of Grove City, II,
    LLC; Sandpiper Apartments II, LLC; Parkway North Apartments, LLC; Dartmouth Place Apartments of Kent, LLC; Cardinal E.P.,
    LLC; Meldon Place Apartments of Toledo, LLC	 	 	 	 	 	 	 	 	 	 	 	 	     104,987.58
    	 	 NAP
    	 	0.00500%	 	0.00000%
	15.01	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	UBSRES	 	Privet
    Birmingham Crescent, LLC	 	 	 	 	 	 	 	 	 	 	 	 	     106,288.72
    	 	 NAP
    	 	0.00500%	 	0.00000%
	17	 	UBSRES	 	GRM
    HIMV, LLC; Goodman HIMV, LLC; Terrapin Mill Valley Investments, LLC	 	 	 	 	 	 	 	 	 	 	 	 	     101,210.56
    	 	 NAP
    	 	0.00250%	 	0.06000%
	18	 	BNYM	 	7101
    Sunset, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        96,393.28
    	 	 NAP
    	 	0.00250%	 	0.04000%
	19	 	BNYM	 	Peppertree
    Capital, LP	 	 	 	 	 	 	 	 	 	 	 	 	        93,083.86
    	 	 NAP
    	 	0.00500%	 	0.00000%
	20	 	BNYM	 	250
    South Clinton LLC    	 	 	 	 	 	 	 	 	 	 	 	 	        93,093.05
    	 	 NAP
    	 	0.00500%	 	0.00000%
	20.01	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.02	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	Column	 	Ranch
    on the River, LP	 	 	 	 	 	 	 	 	 	 	 	 	        92,255.29
    	 	 NAP
    	 	0.00500%	 	0.00000%
	22	 	UBSRES	 	BT
    (Multi) LLC	40,000,000	 	120	 	119	 	07/06/25	 	360	 	360	 	        86,046.59
    	 	 No
    	 	0.00250%	 	0.00250%
	22.01	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.03	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.04	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.05	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.06	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	UBSRES	 	Scannell
    Properties #183, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        92,231.49
    	 	 NAP
    	 	0.00500%	 	0.00000%
	24	 	Column	 	2015
    Houston Sterling Point, LLC	30,000,000	 	120	 	117	 	05/06/25	 	360	 	357	 	        83,629.78
    	 	 No
    	 	0.00250%	 	0.00250%
	25	 	BSP	 	1315
    Lincoln Owner LLC	 	 	 	 	 	 	 	 	 	 	 	 	        63,114.58
    	 	 NAP
    	 	0.00500%	 	0.00000%
	26	 	UBSRES	 	Congress
    Hall Limited Liability Company; Perry Street Associates, LLC	16,000,000	 	120	 	120	 	08/06/25	 	360	 	360	 	        84,266.87
    	 	 Yes
    	 	0.00250%	 	0.00250%
	26.01	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	26.02	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	27	 	Column	 	PGE
    Starpoint, LLC; PGE 1, LLC; PGE 2, LLC; PGE 3, LLC; PGE 4, LLC; PGE 5, LLC; PGE 6, LLC; PGE 7, LLC; PGE 8, LLC; PGE 9, LLC;
    PGE 10, LLC; PGE 11, LLC; PGE 12, LLC; PGE 13, LLC; PGE 14, LLC; PGE 15, LLC; PGE 16, LLC; PGE 17, LLC; PGE 18, LLC; PGE 19,
    LLC; PGE 20, LLC; PGE 21, LLC; PGE 26, LLC    	 	 	 	 	 	 	 	 	 	 	 	 	        84,699.82
    	 	 NAP
    	 	0.00500%	 	0.00000%
	28	 	The
    Bancorp Bank	 	RE
    Dunwoody Holdings #1, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        73,050.31
    	 	 NAP
    	 	0.00500%	 	0.00000%
	29	 	Column	 	4800
    Sugar Grove, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        69,858.65
    	 	 NAP
    	 	0.00500%	 	0.00000%
	30	 	UBSRES	 	Northwest
    of McAllen Limited Partnership	 	 	 	 	 	 	 	 	 	 	 	 	        71,240.85
    	 	 NAP
    	 	0.00500%	 	0.00000%
	31	 	UBSRES	 	Jahco
    Burleson Town Center LLC	 	 	 	 	 	 	 	 	 	 	 	 	        65,422.50
    	 	 NAP
    	 	0.00500%	 	0.00000%
	32	 	Column	 	HH-Laveen,
    LLC	 	 	 	 	 	 	 	 	 	 	 	 	        60,677.56
    	 	 NAP
    	 	0.00500%	 	0.01250%
	33	 	BSP	 	NG
    BIM Colony Plaza LLC	 	 	 	 	 	 	 	 	 	 	 	 	        62,717.97
    	 	 NAP
    	 	0.00500%	 	0.00000%
	34	 	Column	 	GA
    HC REIT II Vicksburg MS MOB, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        59,712.49
    	 	 NAP
    	 	0.00500%	 	0.00000%
	35	 	BSP	 	Millside
    Plaza LLC	 	 	 	 	 	 	 	 	 	 	 	 	        58,103.74
    	 	 NAP
    	 	0.00500%	 	0.00000%
	36	 	Column	 	Self
    Storage LLC	 	 	 	 	 	 	 	 	 	 	 	 	        54,113.39
    	 	 NAP
    	 	0.00500%	 	0.00000%
	36.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	36.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	36.03	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	36.04	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	36.05	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	36.06	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	36.07	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	37	 	Column	 	Alvarado
    Real Estate Investments LLC	 	 	 	 	 	 	 	 	 	 	 	 	        54,824.10
    	 	 NAP
    	 	0.00500%	 	0.04250%
	38	 	Column	 	BMA
    Brookwood Apartments, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        53,809.38
    	 	 NAP
    	 	0.00500%	 	0.00000%
	39	 	UBSRES	 	Deerfield
    21 Corporation	 	 	 	 	 	 	 	 	 	 	 	 	        34,149.17
    	 	 NAP
    	 	0.00500%	 	0.00000%
	40	 	BNYM	 	MDR
    Brinton Lake LLC; Brinton Lake Hotel Associates, LP	 	 	 	 	 	 	 	 	 	 	 	 	        53,264.34
    	 	 NAP
    	 	0.00500%	 	0.00000%
	41	 	Column	 	Sherwood
    Equity LLC	 	 	 	 	 	 	 	 	 	 	 	 	        54,186.66
    	 	 NAP
    	 	0.00500%	 	0.00000%
	42	 	Column	 	Pickerington
    Plaza Limited Partnership	 	 	 	 	 	 	 	 	 	 	 	 	        47,508.61
    	 	 NAP
    	 	0.00500%	 	0.00000%
	43	 	UBSRES	 	Crossroads
    Shopping Center Investments, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        49,982.83
    	 	 NAP
    	 	0.00500%	 	0.00000%
	44	 	Column	 	Konark
    Limited Partnership	 	 	 	 	 	 	 	 	 	 	 	 	        49,731.54
    	 	 NAP
    	 	0.00500%	 	0.00000%
	45	 	Column	 	Varner
    NLS, LLC & Varner 203, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        48,570.72
    	 	 NAP
    	 	0.00250%	 	0.05000%
	46	 	BSP	 	Silverwood,
    L.L.C.; Hudson Apartments, LLC; Camellia Apartments, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        47,455.36
    	 	 NAP
    	 	0.00500%	 	0.00000%
	46.01	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	  	 	 	 	 
	46.02	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	  	 	 	 	 
	46.03	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	  	 	 	 	 
	47	 	Column	 	DPH
    Newco, LLC; NC Regency Newco, LLC; RB Daytona Newco, LLC; DPP Newco, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        46,569.27
    	 	 NAP
    	 	0.00500%	 	0.00000%
	48	 	BNYM	 	2280
    Corporate Circle, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        48,454.14
    	 	 NAP
    	 	0.00250%	 	0.06000%
	49	 	UBSRES	 	83655
    Date SP, LLC; Milner-Indio SP, LLC; Porter-Indio SP, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        42,383.57
    	 	 NAP
    	 	0.00500%	 	0.00000%
	50	 	The
    Bancorp Bank	 	Plaza
    Las Brisas, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        41,907.06
    	 	 NAP
    	 	0.00500%	 	0.00000%
	51	 	BSP	 	HEC
    - RNBT LLC	 	 	 	 	 	 	 	 	 	 	 	 	        43,510.94
    	 	 NAP
    	 	0.00500%	 	0.00000%
	52	 	UBSRES	 	800
    Chester Pike Associates, LP	 	 	 	 	 	 	 	 	 	 	 	 	        42,412.25
    	 	 NAP
    	 	0.00500%	 	0.00000%
	53	 	Column	 	Tara
    Hills LLC	 	 	 	 	 	 	 	 	 	 	 	 	        39,683.72
    	 	 NAP
    	 	0.00500%	 	0.00000%
	54	 	BSP	 	Baltimore
    North Hotel LLC	 	 	 	 	 	 	 	 	 	 	 	 	        45,793.64
    	 	 NAP
    	 	0.00500%	 	0.00000%
	55	 	The
    Bancorp Bank	 	AHH
    Paradise LLC	 	 	 	 	 	 	 	 	 	 	 	 	        41,222.25
    	 	 NAP
    	 	0.00500%	 	0.00000%
	56	 	UBSRES	 	Monroe
    Center Associates, L.L.C.	 	 	 	 	 	 	 	 	 	 	 	 	        40,054.60
    	 	 NAP
    	 	0.00500%	 	0.00000%
	57	 	BNYM	 	Mount
    Hermon Road Self Storage LLC	 	 	 	 	 	 	 	 	 	 	 	 	        36,744.92
    	 	 NAP
    	 	0.00250%	 	0.05000%
	58	 	BSP	 	Bloomfield
    Valley Properties, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        37,108.33
    	 	 NAP
    	 	0.00500%	 	0.00000%
	59	 	The
    Bancorp Bank	 	Waterford
    20 LLC	 	 	 	 	 	 	 	 	 	 	 	 	        33,716.30
    	 	 NAP
    	 	0.00500%	 	0.00000%
	60	 	The
    Bancorp Bank	 	CCBP
    II LLC	 	 	 	 	 	 	 	 	 	 	 	 	        34,747.69
    	 	 NAP
    	 	0.00500%	 	0.00000%
	61	 	UBSRES	 	Chapanoke
    Square LLC	 	 	 	 	 	 	 	 	 	 	 	 	        32,337.31
    	 	 NAP
    	 	0.00500%	 	0.00000%
	62	 	UBSRES	 	EL
    Acquisition LLC; Orbis Acquisition, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        31,042.78
    	 	 NAP
    	 	0.00500%	 	0.00000%
	62.01	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	62.02	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	63	 	UBSRES	 	WC-Stahelin,
    LLC	 	 	 	 	 	 	 	 	 	 	 	 	        30,781.08
    	 	 NAP
    	 	0.00500%	 	0.00000%
	64	 	The
    Bancorp Bank	 	1935
    W Linden, LLC & 3738 Harrison Apts, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        30,758.66
    	 	 NAP
    	 	0.00500%	 	0.00000%
	65	 	The
    Bancorp Bank	 	NB
    Penn LLC	 	 	 	 	 	 	 	 	 	 	 	 	        29,657.78
    	 	 NAP
    	 	0.00500%	 	0.00000%
	65.01	 	The
    Bancorp Bank	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	65.02	 	The
    Bancorp Bank	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	66	 	UBSRES	 	A
    Storage Place-La Sierra, LP	 	 	 	 	 	 	 	 	 	 	 	 	        20,614.77
    	 	 NAP
    	 	0.00500%	 	0.00000%
	67	 	BSP	 	Zukin
    Family Limited Partnership	 	 	 	 	 	 	 	 	 	 	 	 	        29,516.81
    	 	 NAP
    	 	0.00500%	 	0.00000%
	68	 	BNYM	 	Cornerstone-Meadows
    Limited Partnership	 	 	 	 	 	 	 	 	 	 	 	 	        29,023.05
    	 	 NAP
    	 	0.00500%	 	0.00000%
	69	 	BSP	 	Hudson
    Valley Resort LLC; Green Hospitality LLC	 	 	 	 	 	 	 	 	 	 	 	 	        27,107.90
    	 	 NAP
    	 	0.00500%	 	0.00000%
	70	 	UBSRES	 	LMF
    Richmond, LLC; LMF Rambeau, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        22,878.55
    	 	 NAP
    	 	0.00500%	 	0.00000%
	71	 	Column	 	Glendale
    Communities LP	 	 	 	 	 	 	 	 	 	 	 	 	        21,629.98
    	 	 NAP
    	 	0.00500%	 	0.00000%
	72	 	UBSRES	 	Central
    Avenue Self Storage, L.P.	 	 	 	 	 	 	 	 	 	 	 	 	        13,518.52
    	 	 NAP
    	 	0.00500%	 	0.00000%
	73	 	Column	 	NP
    Granada MHC Associates, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        20,457.99
    	 	 NAP
    	 	0.00500%	 	0.00000%
	74	 	Column	 	Santa
    Paula Self-Storage, L.P.	 	 	 	 	 	 	 	 	 	 	 	 	        19,208.49
    	 	 NAP
    	 	0.00500%	 	0.00000%
	75	 	UBSRES	 	Shea
    Renaissance, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        17,962.15
    	 	 NAP
    	 	0.00500%	 	0.00000%
	76	 	Column	 	JP
    Chattanooga I, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        19,362.73
    	 	 NAP
    	 	0.00500%	 	0.00000%
	76.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	76.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	77	 	The
    Bancorp Bank	 	Eleven
    Ten, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        18,754.58
    	 	 NAP
    	 	0.00500%	 	0.00000%
	78	 	The
    Bancorp Bank	 	Avnet
    II LLC	 	 	 	 	 	 	 	 	 	 	 	 	        17,941.52
    	 	 NAP
    	 	0.00500%	 	0.00000%
	79	 	BSP	 	Chicago
    Title Land Trust Company, Not Personally But Solely As Trustee Under Trust Agreement Dated February 24, 1986 And Known As
    Trust No. 43515	 	 	 	 	 	 	 	 	 	 	 	 	        15,707.24
    	 	 NAP
    	 	0.00500%	 	0.00000%
	80	 	The
    Bancorp Bank	 	American
    Self Storage Of Hemet, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        15,959.72
    	 	 NAP
    	 	0.00500%	 	0.00000%
	81	 	BNYM	 	EST
    Virginia LLC	 	 	 	 	 	 	 	 	 	 	 	 	        15,127.77
    	 	 NAP
    	 	0.00500%	 	0.00000%
	82	 	The
    Bancorp Bank	 	Chapel
    Hill Villas, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        14,555.54
    	 	 NAP
    	 	0.00500%	 	0.00000%
	83	 	BSP	 	3900
    Centerpoint Parkway Investments, L.L.C.; 3800 Centerpoint Parkway Investments, L.L.C.; 800 Opdyke Investments, L.L.C.; 700
    Opdyke Investments, L.L.C.; 1600 Opdyke Associates, L.L.C.	 	 	 	 	 	 	 	 	 	 	 	 	        14,623.01
    	 	 NAP
    	 	0.00250%	 	0.05000%
	83.01	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	  	 	 	 	 
	83.02	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	  	 	 	 	 
	83.03	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	  	 	 	 	 
	83.04	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	  	 	 	 	 
	83.05	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	  	 	 	 	 
	84	 	UBSRES	 	A
    Storage Place-Barton Road, LP	 	 	 	 	 	 	 	 	 	 	 	 	          8,004.40
    	 	 NAP
    	 	0.00500%	 	0.00000%
	85	 	UBSRES	 	Portz
    Properties, LLC	 	 	 	 	 	 	 	 	 	 	 	 	          8,032.10
    	 	 NAP
    	 	0.00500%	 	0.00000%
	86	 	Column	 	JP
    Baytown I, LLC	 	 	 	 	 	 	 	 	 	 	 	 	        10,457.07
    	 	 NAP
    	 	0.00500%	 	0.00000%
	87	 	Column	 	Wendy
    Bagwell Venture, LLC	 	 	 	 	 	 	 	 	 	 	 	 	          8,404.32
    	 	 NAP
    	 	0.00500%	 	0.04250%
	88	 	Column	 	Teal
    Holdings, LLC	 	 	 	 	 	 	 	 	 	 	 	 	          7,185.39
    	 	 NAP
    	 	0.00500%	 	0.00000%
	89	 	Column	 	Scenic
    Ridge, LLC	 	 	 	 	 	 	 	 	 	 	 	 	          7,541.19
    	 	 NAP
    	 	0.00500%	 	0.00000%












 


    	 



    	 



    
 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	 	Originator/Loan Seller	 	Mortgagor Name	 	 	Companion Loan Primary Servicing Fee Rate	 	Accrual Type	 	ARD Loan (Y/N)	 	Revised Rate (%)	 	Title Type	 	Crossed Collateralized Loan	 	Cross Defaulted Loan	 	Guarantor	 	Letter of Credit
	1	 	UBSRES	 	DMP CR Plaza, LLC	 	 	0.00250%	 	Actual/360	 	Yes	 	0%	 	Fee	 	No	 	No	 	Jonathan G. Davis; Paul R. Marcus	 	No
	2	 	Column	 	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.	 	0.00250%	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	SOF-IX U.S. Holdings, L.P.	 	No
	2.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.03	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.04	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.05	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.06	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.07	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.08	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.09	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.1	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.11	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.12	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.13	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.14	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.15	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.16	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.17	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.18	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.19	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.2	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.21	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.22	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.23	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.24	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.25	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.26	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.27	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.28	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.29	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.3	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.31	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.32	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.33	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.34	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.35	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.36	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.37	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.38	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.39	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.4	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.41	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.42	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.43	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.44	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.45	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.46	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.47	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.48	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.49	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2.5	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3	 	UBSRES	 	MNH Mall L.L.C.; Mayflower New Hampshire Best Buy, L.P.	 	 	0.00250%	 	Actual/360	 	No	 	0%	 	Fee & Leasehold	 	No	 	No	 	Mayflower Realty LLC	 	No
	4	 	Column	 	Wheaton Plaza Regional Shopping Center LLC	 	 			Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Westfield America, Inc., Westfield America Limited Partnership	 	No
	5	 	Column	 	Arizona Grand Resort, LLC	 	 	0.00250%	 	Actual/360	 	No	 	0%	 	Fee & Leasehold	 	No	 	No	 	Southwest Recourse III, LLC ; Grossman Company Properties, Inc.; Southwest Associates Investments, LLC	 	No
	6	 	Column	 	Soho Grand Hotel, Inc. & Tribeca Grand Hotel, Inc.	 	 		 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Hartz Financial Corp., Hartz Financial II Corp., Hartz Mountain Industries-NJ, L.L.C.	 	No
	6.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	6.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	7	 	Column	 	Trumbull Shopping Center #2 LLC	 	 			Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Westfield America, Inc., Westfield America Limited Partnership	 	No
	8	 	BNYM	 	Henderson Beach Partners, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Ryan L. Hanks	 	No
	9	 	BNYM	 	Diamond Capital Group, LP	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Albert Taban	 	No
	10	 	BSP	 	21 Astor Partners LLC; 21 Astor Partners II LLC; 21 Astor Partners III LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Isaac A. Gindi; Edward Gindi	 	No
	11	 	Column	 	Summer Lake Villas LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Adam Hendry	 	No
	11.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	11.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	11.03	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	12	 	The Bancorp Bank	 	Greenwood Holdings, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Imad T. Mansour	 	No
	13	 	BNYM	 	SAC Hospitality LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	R-Roof Assets, LLC	 	No
	14	 	BSP	 	Damen Freezer Owners, LLC; Damen Cold Storage Owners, LLC; Damen Warehouse Owners, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	 Arnold Gumowitz	 	No
	15	 	BNYM	 	Sugartree Apartments, LLC; Empirian Sugartree II LLC; Willowood Apartments of Grove City, LLC; Willowood Apartments of Grove City, II, LLC; Sandpiper Apartments II, LLC; Parkway North Apartments, LLC; Dartmouth Place Apartments of Kent, LLC; Cardinal E.P., LLC; Meldon Place Apartments of Toledo, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Arbor Realty SR, Inc.	 	No
	15.01	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	15.02	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	15.03	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	15.04	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	15.05	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	15.06	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	16	 	UBSRES	 	Privet Birmingham Crescent, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Flinn Realty LLC; Privet Birmingham Crescent Holdings, LLC	 	No
	17	 	UBSRES	 	GRM HIMV, LLC; Goodman HIMV, LLC; Terrapin Mill Valley Investments, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Andre Ferrigno; Alison Goodwin; Anthony Jon Sherman; Anthony Jon Sherman and Rachel A. Sherman, as Trustees of the Sherman Family Trust, Dated April 22, 2003	 	No
	18	 	BNYM	 	7101 Sunset, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Daryoush Dayan	 	No
	19	 	BNYM	 	Peppertree Capital, LP	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	David Taban	 	No
	20	 	BNYM	 	250 South Clinton LLC    	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Sid Borenstein, Shimmie Horn	 	No
	20.01	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	20.02	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	21	 	Column	 	Ranch on the River, LP	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Lahav Gabay	 	No
	22	 	UBSRES	 	BT (Multi) LLC	 	 			Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Corporate Property Associates 17 - Global Incorporated	 	No
	22.01	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	22.02	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	22.03	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	22.04	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	22.05	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	22.06	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	23	 	UBSRES	 	Scannell Properties #183, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Robert J. Scannell; Robert J. Scannell, as Trustee of the Robert J. Scannell Revocable Trust	 	No
	24	 	Column	 	2015 Houston Sterling Point, LLC	 	 			Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Rene O. Campos	 	No
	25	 	BSP	 	1315 Lincoln Owner LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Larry Botel	 	No
	26	 	UBSRES	 	Congress Hall Limited Liability Company; Perry Street Associates, LLC	 	 	0.00250%	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Curtis Bashaw; Craig Wood	 	No
	26.01	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	26.02	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	27	 	Column	 	PGE Starpoint, LLC; PGE 1, LLC; PGE 2, LLC; PGE 3, LLC; PGE 4, LLC; PGE 5, LLC; PGE 6, LLC; PGE 7, LLC; PGE 8, LLC; PGE 9, LLC; PGE 10, LLC; PGE 11, LLC; PGE 12, LLC; PGE 13, LLC; PGE 14, LLC; PGE 15, LLC; PGE 16, LLC; PGE 17, LLC; PGE 18, LLC; PGE 19, LLC; PGE 20, LLC; PGE 21, LLC; PGE 26, LLC    	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Dwyer New York Trust, Established July 17, 2001, Gery Grey, Perry Grey, Debra Rapaport, Steven C. Powell, Deborah L. Powell, Thomas L. Hubert, Frances C. Hubert, Jackmar Realty Corporation, LLC, Cynthia Johnston, Maria L. R. Chi, Juergen R. K. Muenster, Elfriede B. Muenster Revocable Trust dated May 10, 2002, James L. Fisk, Karen P. Dobney, Carl Ganter, James Demetro, Eva M. Demetro, John Pelochino, Donald R. Caddle, Suzanne C. Caddle, Dennis R. Lawrence Revocable Trust, Neil C. McFall, Wanda M. McFall, Sidney Cohen, Lynne Z. Cohen, Donald Hull, Annette Hull, Janice Kawamura, John R. Pelochino, Joseph Pelochino, Andrea Pelochino, Paul Daneshrad	No
	28	 	The Bancorp Bank	 	RE Dunwoody Holdings #1, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Matthew C. Millman	 	No
	29	 	Column	 	4800 Sugar Grove, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Hari P. Agrawal	 	No
	30	 	UBSRES	 	Northwest of McAllen Limited Partnership	 	 	 	 	Actual/360	 	No	 	0%	 	Fee & Leasehold	 	No	 	No	 	Richard E. Takach, Jr.; John S. Turner, Jr.	 	No
	31	 	UBSRES	 	Jahco Burleson Town Center LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	John A. Henry & Co., Ltd.	 	No
	32	 	Column	 	HH-Laveen, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Christopher P. Hinkson; Shannon Hinkson; Christopher P. Hinkson and Shannon Hinkson as trustees of the Christopher and Shannon Hinkson Revocable Trust, under agreement dated January 12, 2009	 	No
	33	 	BSP	 	NG BIM Colony Plaza LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Elchonon Schwartz; Simon Singer	 	No
	34	 	Column	 	GA HC REIT II Vicksburg MS MOB, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee & Leasehold	 	No	 	No	 	Healthcare GA Operating Partnership-T, LP	 	No
	35	 	BSP	 	Millside Plaza LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Reuven Rivlin	 	No
	36	 	Column	 	Self Storage LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Larry C. Register	 	No
	36.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	36.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	36.03	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	36.04	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	36.05	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	36.06	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	36.07	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	37	 	Column	 	Alvarado Real Estate Investments LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Kamyar Mateen	 	No
	38	 	Column	 	BMA Brookwood Apartments, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Brian Martin	 	No
	39	 	UBSRES	 	Deerfield 21 Corporation	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	David T. Chase	 	No
	40	 	BNYM	 	MDR Brinton Lake LLC; Brinton Lake Hotel Associates, LP	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Stephen Field	 	No
	41	 	Column	 	Sherwood Equity LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Vernon Ward Barge III	 	No
	42	 	Column	 	Pickerington Plaza Limited Partnership	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Gloria S. Haffer, as trustee of the Bernard R. Ruben irrevocable trust for issue u/a/d 12/7/1997	 	No
	43	 	UBSRES	 	Crossroads Shopping Center Investments, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Mark Vakili (a/k/a Morteza Vakili); Mitra Vakili; The Vakili Family Trust	 	No
	44	 	Column	 	Konark Limited Partnership	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Chowdary Yalamanchili	 	No
	45	 	Column	 	Varner NLS, LLC & Varner 203, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	M&J Wilkow, LTD	 	No
	46	 	BSP	 	Silverwood, L.L.C.; Hudson Apartments, LLC; Camellia Apartments, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Moshe Florans	 	No
	46.01	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	46.02	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	46.03	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	47	 	Column	 	DPH Newco, LLC; NC Regency Newco, LLC; RB Daytona Newco, LLC; DPP Newco, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Andrew J. Cohen	 	No
	48	 	BNYM	 	2280 Corporate Circle, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	American Nevada Holdings, LLC	 	No
	49	 	UBSRES	 	83655 Date SP, LLC; Milner-Indio SP, LLC; Porter-Indio SP, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	William W. Hobin; Timothy B. Hobin; Clark W. Porter	 	No
	50	 	The Bancorp Bank	 	Plaza Las Brisas, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Fred Grimes	 	No
	51	 	BSP	 	HEC - RNBT LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	HEC - RNBT LLC	 	No
	52	 	UBSRES	 	800 Chester Pike Associates, LP	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Mark B. Kennedy	 	No
	53	 	Column	 	Tara Hills LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Tom Intrator	 	No
	54	 	BSP	 	Baltimore North Hotel LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Vinay B. Patel	 	No
	55	 	The Bancorp Bank	 	AHH Paradise LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Avtar C. Verma & Satya P. Verma	 	No
	56	 	UBSRES	 	Monroe Center Associates, L.L.C.	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Robert Levinson; Marc Levinson; The Robert Levinson Living Trust, Dated November 10, 2005	 	No
	57	 	BNYM	 	Mount Hermon Road Self Storage LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Leasehold	 	No	 	No	 	John C. Lopuch; Lopuch Trust Dated August 9, 2000; Anthony R. Carr; Anthony R. Carr Revocable Trust of 1989	 	No
	58	 	BSP	 	Bloomfield Valley Properties, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	David Colman; Michael Colman; Tyler Ross; James C. Beachum; James C. Beachum Revocable Trust U/A/D October 2, 1986	 	No
	59	 	The Bancorp Bank	 	Waterford 20 LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Ruth Jeanette Veprin	 	No
	60	 	The Bancorp Bank	 	CCBP II LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Francis Greenburger	 	No
	61	 	UBSRES	 	Chapanoke Square LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Ben Werczberger	 	No
	62	 	UBSRES	 	EL Acquisition LLC; Orbis Acquisition, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Kathy Jane Riseman; K. J. Risman Revocable Trust Dated November 3, 2001, As Amended	 	No
	62.01	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	62.02	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	63	 	UBSRES	 	WC-Stahelin, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Michael A. Stahelin; Leland M. Stahelin	 	No
	64	 	The Bancorp Bank	 	1935 W Linden, LLC & 3738 Harrison Apts, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Peter D. Wetton	 	No
	65	 	The Bancorp Bank	 	NB Penn LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Norman Berris	 	No
	65.01	 	The Bancorp Bank	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	65.02	 	The Bancorp Bank	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	66	 	UBSRES	 	A Storage Place-La Sierra, LP	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Arthur Scott Flaming, individually and as trustee of The Flaming Family Trust Dated May 23, 2006	 	No
	67	 	BSP	 	Zukin Family Limited Partnership	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Stanford Zukin	 	No
	68	 	BNYM	 	Cornerstone-Meadows Limited Partnership	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Phillip D. Worthen	 	No
	69	 	BSP	 	Hudson Valley Resort LLC; Green Hospitality LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	 Bhavana Patel	 	No
	70	 	UBSRES	 	LMF Richmond, LLC; LMF Rambeau, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Michael O. Rambeau; Gene P. Peng	 	No
	71	 	Column	 	Glendale Communities LP	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Daniel C. Fischer	 	No
	72	 	UBSRES	 	Central Avenue Self Storage, L.P.	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Arthur L. Flaming, individually and as trustee of The Flaming Family Trust Dated October 8, 1997	 	No
	73	 	Column	 	NP Granada MHC Associates, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Richard M. Nodel	 	No
	74	 	Column	 	Santa Paula Self-Storage, L.P.	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Richard Ortale; William B. Kendall	 	No
	75	 	UBSRES	 	Shea Renaissance, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	The Kennon Stuart Shea Legacy Trust for the benefit of Graham Thomas Shea and his descedants, 4-23-2012; The Kennon Stuart Shea Legacy Trust for the benefit of Anna Kathleen Shea and her descendants, 4-23-2012; The Kennon Stuart Shea Legacy Trust for the benefit of John Kennon Shea and his descendants, 4-23-2012	No
	76	 	Column	 	JP Chattanooga I, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Daniel Weissman; David Shlachter	 	No
	76.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	76.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	77	 	The Bancorp Bank	 	Eleven Ten, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Roger C. Hobbs	 	No
	78	 	The Bancorp Bank	 	Avnet II LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Yacov Trachtingot	 	No
	79	 	BSP	 	Chicago Title Land Trust Company, Not Personally But Solely As Trustee Under Trust Agreement Dated February 24, 1986 And Known As Trust No. 43515	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Chicago Title Land Trust Company, Not Personally But Solely As Trustee Under Trust Agreement Dated February 24, 1986 And Known As Trust No. 43515	 	No
	80	 	The Bancorp Bank	 	American Self Storage Of Hemet, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Dennis A. Peterson	 	No
	81	 	BNYM	 	EST Virginia LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Erwin Sredni	 	No
	82	 	The Bancorp Bank	 	Chapel Hill Villas, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	J. Patrick Gregoire & Paul Daze	 	No
	83	 	BSP	 	3900 Centerpoint Parkway Investments, L.L.C.; 3800 Centerpoint Parkway Investments, L.L.C.; 800 Opdyke Investments, L.L.C.; 700 Opdyke Investments, L.L.C.; 1600 Opdyke Associates, L.L.C.	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Douglas Etkin	 	No
	83.01	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	83.02	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	83.03	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	83.04	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	83.05	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	84	 	UBSRES	 	A Storage Place-Barton Road, LP	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Aurthur L. Flaming as individual and as trustee of The Flaming Family Trust Dated October 8, 1997	 	No
	85	 	UBSRES	 	Portz Properties, LLC	 	 	 	 	Actual/360	 	Yes	 	0%	 	Fee	 	No	 	No	 	Stephen F. Portz; Jacklyn M. Portz	 	No
	86	 	Column	 	JP Baytown I, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Daniel Weissman; David Shlachter	 	No
	87	 	Column	 	Wendy Bagwell Venture, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	F. William Hackmeyer; Jeffrey William Hackmeyer	 	No
	88	 	Column	 	Teal Holdings, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	Steven Yari	 	No
	89	 	Column	 	Scenic Ridge, LLC	 	 	 	 	Actual/360	 	No	 	0%	 	Fee	 	No	 	No	 	James S. Loup	 	No



  


    	 



    	 



    
 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	UPFRONT ESCROW
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	 	Originator/Loan Seller	 	Mortgagor Name	 	 	Upfront CapEx Reserve	 	Upfront Eng. Reserve	 	Upfront Envir. Reserve	 	Upfront TI/LC Reserve	 	Upfront RE Tax Reserve	 	Upfront Ins. Reserve	 	Upfront Debt Service Reserve	 	Upfront Other Reserve
	1	 	UBSRES	 	DMP CR Plaza, LLC	 	 	0	 	0	 	0	 	0	 	284,052	 	16,531	 	0	 	0
	2	 	Column	 	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.	 	244,725	 	1,121,206	 	0	 	0	 	0	 	0	 	0	 	6,500,000
	2.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.03	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.04	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.05	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.06	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.07	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.08	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.09	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.1	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.11	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.12	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.13	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.14	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.15	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.16	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.17	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.18	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.19	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.2	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.21	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.22	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.23	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.24	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.25	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.26	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.27	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.28	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.29	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.3	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.31	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.32	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.33	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.34	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.35	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.36	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.37	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.38	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.39	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.4	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.41	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.42	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.43	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.44	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.45	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.46	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.47	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.48	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.49	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.5	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	UBSRES	 	MNH Mall L.L.C.; Mayflower New Hampshire Best Buy, L.P.	 	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	4	 	Column	 	Wheaton Plaza Regional Shopping Center LLC	 	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	5	 	Column	 	Arizona Grand Resort, LLC	 	 	311,695	 	20,700	 	0	 	0	 	695,361	 	703,114	 	0	 	597,267
	6	 	Column	 	Soho Grand Hotel, Inc. & Tribeca Grand Hotel, Inc.	 	 	0	 	225,068	 	0	 	0	 	2,732,258	 	0	 	0	 	1,500,000
	6.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	Column	 	Trumbull Shopping Center #2 LLC	 	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	8	 	BNYM	 	Henderson Beach Partners, LLC	 	 	3,883	 	0	 	0	 	0	 	148,860	 	0	 	0	 	0
	9	 	BNYM	 	Diamond Capital Group, LP	 	 	2,217	 	10,750	 	0	 	11,919	 	106,962	 	0	 	0	 	68,112
	10	 	BSP	 	21 Astor Partners LLC; 21 Astor Partners II LLC; 21 Astor Partners III LLC	 	 	0	 	0	 	0	 	0	 	137,416	 	2,319	 	0	 	7,392
	11	 	Column	 	Summer Lake Villas LLC	 	 	8,818	 	103,557	 	0	 	0	 	103,404	 	192,264	 	0	 	0
	11.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.03	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12	 	The Bancorp Bank	 	Greenwood Holdings, LLC	 	 	0	 	0	 	0	 	0	 	0	 	11,580	 	212,000	 	5,800,319
	13	 	BNYM	 	SAC Hospitality LLC	 	 	0	 	0	 	0	 	0	 	86,014	 	0	 	0	 	3,750,000
	14	 	BSP	 	Damen Freezer Owners, LLC; Damen Cold Storage Owners, LLC; Damen Warehouse Owners, LLC	 	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	15	 	BNYM	 	Sugartree Apartments, LLC; Empirian Sugartree II LLC; Willowood Apartments of Grove City, LLC; Willowood Apartments of Grove City, II, LLC; Sandpiper Apartments II, LLC; Parkway North Apartments, LLC; Dartmouth Place Apartments of Kent, LLC; Cardinal E.P., LLC; Meldon Place Apartments of Toledo, LLC	 	 	0	 	108,748	 	0	 	0	 	109,998	 	0	 	0	 	3,000
	15.01	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	UBSRES	 	Privet Birmingham Crescent, LLC	 	 	0	 	10,000	 	0	 	0	 	252,640	 	10,283	 	0	 	539,130
	17	 	UBSRES	 	GRM HIMV, LLC; Goodman HIMV, LLC; Terrapin Mill Valley Investments, LLC	 	 	0	 	6,063	 	0	 	0	 	83,770	 	20,414	 	0	 	584,750
	18	 	BNYM	 	7101 Sunset, LLC	 	 	623	 	0	 	0	 	53,899	 	54,153	 	1,623	 	0	 	34,770
	19	 	BNYM	 	Peppertree Capital, LP	 	 	1,289	 	26,750	 	0	 	8,836	 	36,349	 	0	 	0	 	58,926
	20	 	BNYM	 	250 South Clinton LLC    	 	 	3,660	 	0	 	0	 	31,650	 	228,314	 	3,970	 	0	 	368,296
	20.01	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.02	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	Column	 	Ranch on the River, LP	 	 	3,067	 	0	 	0	 	0	 	193,375	 	23,380	 	0	 	0
	22	 	UBSRES	 	BT (Multi) LLC	 	 	0	 	512,738	 	0	 	0	 	0	 	0	 	0	 	0
	22.01	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.03	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.04	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.05	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.06	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	UBSRES	 	Scannell Properties #183, LLC	 	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	100,000
	24	 	Column	 	2015 Houston Sterling Point, LLC	 	 	0	 	1,354,850	 	0	 	0	 	242,668	 	102,991	 	0	 	0
	25	 	BSP	 	1315 Lincoln Owner LLC	 	 	0	 	0	 	0	 	0	 	38,289	 	4,211	 	0	 	451,774
	26	 	UBSRES	 	Congress Hall Limited Liability Company; Perry Street Associates, LLC	 	 	0	 	8,250	 	0	 	0	 	120,937	 	0	 	0	 	810,000
	26.01	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.02	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	Column	 	PGE Starpoint, LLC; PGE 1, LLC; PGE 2, LLC; PGE 3, LLC; PGE 4, LLC; PGE 5, LLC; PGE 6, LLC; PGE 7, LLC; PGE 8, LLC; PGE 9, LLC; PGE 10, LLC; PGE 11, LLC; PGE 12, LLC; PGE 13, LLC; PGE 14, LLC; PGE 15, LLC; PGE 16, LLC; PGE 17, LLC; PGE 18, LLC; PGE 19, LLC; PGE 20, LLC; PGE 21, LLC; PGE 26, LLC    	 	 	0	 	27,938	 	0	 	1,025,800	 	0	 	0	 	0	 	447,755
	28	 	The Bancorp Bank	 	RE Dunwoody Holdings #1, LLC	 	 	375,000	 	53,088	 	0	 	0	 	63,333	 	3,333	 	0	 	0
	29	 	Column	 	4800 Sugar Grove, LLC	 	 	0	 	0	 	0	 	74,080	 	80,888	 	12,449	 	0	 	0
	30	 	UBSRES	 	Northwest of McAllen Limited Partnership	 	 	0	 	7,813	 	0	 	0	 	135,103	 	161,127	 	0	 	2,838,873
	31	 	UBSRES	 	Jahco Burleson Town Center LLC	 	 	0	 	0	 	0	 	0	 	212,757	 	33,888	 	0	 	0
	32	 	Column	 	HH-Laveen, LLC	 	 	1,276	 	0	 	0	 	8,948	 	23,097	 	1,946	 	0	 	193,451
	33	 	BSP	 	NG BIM Colony Plaza LLC	 	 	0	 	43,450	 	0	 	0	 	116,169	 	9,917	 	0	 	1,000,000
	34	 	Column	 	GA HC REIT II Vicksburg MS MOB, LLC	 	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	35	 	BSP	 	Millside Plaza LLC	 	 	0	 	0	 	0	 	300,000	 	69,303	 	4,219	 	0	 	0
	36	 	Column	 	Self Storage LLC	 	 	0	 	0	 	0	 	0	 	46,441	 	45,169	 	0	 	0
	36.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.03	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.04	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.05	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.06	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.07	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	Column	 	Alvarado Real Estate Investments LLC	 	 	0	 	12,500	 	0	 	0	 	12,325	 	5,446	 	0	 	0
	38	 	Column	 	BMA Brookwood Apartments, LLC	 	 	7,227	 	83,785	 	0	 	0	 	56,537	 	13,911	 	0	 	0
	39	 	UBSRES	 	Deerfield 21 Corporation	 	 	0	 	147,500	 	0	 	0	 	286,197	 	276,354	 	0	 	0
	40	 	BNYM	 	MDR Brinton Lake LLC; Brinton Lake Hotel Associates, LP	 	 	0	 	0	 	0	 	0	 	170,018	 	0	 	0	 	550,000
	41	 	Column	 	Sherwood Equity LLC	 	 	4,500	 	14,188	 	0	 	0	 	52,482	 	0	 	0	 	200,000
	42	 	Column	 	Pickerington Plaza Limited Partnership	 	 	0	 	0	 	0	 	350,000	 	117,285	 	15,846	 	0	 	0
	43	 	UBSRES	 	Crossroads Shopping Center Investments, LLC	 	 	0	 	607,228	 	0	 	150,000	 	164,737	 	10,964	 	0	 	1,619,500
	44	 	Column	 	Konark Limited Partnership	 	 	0	 	12,813	 	0	 	0	 	191,850	 	24,444	 	0	 	0
	45	 	Column	 	Varner NLS, LLC & Varner 203, LLC	 	 	0	 	0	 	0	 	0	 	40,941	 	4,721	 	0	 	0
	46	 	BSP	 	Silverwood, L.L.C.; Hudson Apartments, LLC; Camellia Apartments, LLC	 	 	0	 	55,531	 	0	 	0	 	26,310	 	45,506	 	0	 	0
	46.01	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46.02	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46.03	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	47	 	Column	 	DPH Newco, LLC; NC Regency Newco, LLC; RB Daytona Newco, LLC; DPP Newco, LLC	 	 	2,813	 	48,438	 	0	 	6,665	 	92,478	 	2,362	 	0	 	500,000
	48	 	BNYM	 	2280 Corporate Circle, LLC	 	 	1,324	 	0	 	0	 	6,129	 	22,088	 	0	 	0	 	0
	49	 	UBSRES	 	83655 Date SP, LLC; Milner-Indio SP, LLC; Porter-Indio SP, LLC	 	 	0	 	154,465	 	0	 	0	 	86,433	 	0	 	0	 	0
	50	 	The Bancorp Bank	 	Plaza Las Brisas, LLC	 	 	0	 	13,750	 	0	 	0	 	19,320	 	0	 	0	 	0
	51	 	BSP	 	HEC - RNBT LLC	 	 	0	 	8,100	 	0	 	0	 	0	 	0	 	0	 	0
	52	 	UBSRES	 	800 Chester Pike Associates, LP	 	 	17,103	 	66,156	 	0	 	425,000	 	4,718	 	6,163	 	0	 	508,947
	53	 	Column	 	Tara Hills LLC	 	 	1,000,000	 	185,723	 	0	 	0	 	42,223	 	3,306	 	0	 	0
	54	 	BSP	 	Baltimore North Hotel LLC	 	 	7,768	 	29,375	 	0	 	0	 	8,970	 	20,157	 	0	 	55,563
	55	 	The Bancorp Bank	 	AHH Paradise LLC	 	 	0	 	49,188	 	0	 	0	 	49,050	 	31,083	 	0	 	0
	56	 	UBSRES	 	Monroe Center Associates, L.L.C.	 	 	0	 	0	 	0	 	0	 	45,365	 	17,291	 	0	 	0
	57	 	BNYM	 	Mount Hermon Road Self Storage LLC	 	 	0	 	0	 	0	 	0	 	14,434	 	675	 	0	 	16,000
	58	 	BSP	 	Bloomfield Valley Properties, LLC	 	 	0	 	0	 	0	 	0	 	0	 	6,319	 	0	 	0
	59	 	The Bancorp Bank	 	Waterford 20 LLC	 	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	100,000
	60	 	The Bancorp Bank	 	CCBP II LLC	 	 	0	 	63,313	 	0	 	0	 	47,500	 	2,000	 	0	 	138,681
	61	 	UBSRES	 	Chapanoke Square LLC	 	 	0	 	0	 	0	 	0	 	34,153	 	4,396	 	0	 	0
	62	 	UBSRES	 	EL Acquisition LLC; Orbis Acquisition, LLC	 	 	0	 	258,724	 	0	 	0	 	16,657	 	0	 	0	 	0
	62.01	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	62.02	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	63	 	UBSRES	 	WC-Stahelin, LLC	 	 	0	 	0	 	0	 	150,000	 	72,594	 	11,507	 	0	 	34,302
	64	 	The Bancorp Bank	 	1935 W Linden, LLC & 3738 Harrison Apts, LLC	 	 	0	 	12,500	 	0	 	0	 	22,537	 	1,167	 	0	 	0
	65	 	The Bancorp Bank	 	NB Penn LLC	 	 	0	 	14,813	 	0	 	65,448	 	0	 	0	 	0	 	0
	65.01	 	The Bancorp Bank	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	65.02	 	The Bancorp Bank	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	66	 	UBSRES	 	A Storage Place-La Sierra, LP	 	 	0	 	0	 	0	 	0	 	14,443	 	0	 	0	 	0
	67	 	BSP	 	Zukin Family Limited Partnership	 	 	0	 	0	 	0	 	0	 	15,513	 	0	 	0	 	0
	68	 	BNYM	 	Cornerstone-Meadows Limited Partnership	 	 	287,000	 	113,000	 	0	 	0	 	42,792	 	46,508	 	0	 	0
	69	 	BSP	 	Hudson Valley Resort LLC; Green Hospitality LLC	 	 	0	 	0	 	0	 	0	 	47,852	 	5,661	 	0	 	0
	70	 	UBSRES	 	LMF Richmond, LLC; LMF Rambeau, LLC	 	 	0	 	0	 	0	 	0	 	37,220	 	2,951	 	0	 	142,500
	71	 	Column	 	Glendale Communities LP	 	 	0	 	10,661	 	0	 	0	 	16,884	 	1,211	 	0	 	0
	72	 	UBSRES	 	Central Avenue Self Storage, L.P.	 	 	0	 	0	 	0	 	0	 	7,276	 	5,406	 	0	 	0
	73	 	Column	 	NP Granada MHC Associates, LLC	 	 	1,175	 	17,154	 	0	 	0	 	17,454	 	11,238	 	0	 	0
	74	 	Column	 	Santa Paula Self-Storage, L.P.	 	 	0	 	0	 	0	 	0	 	21,424	 	8,110	 	0	 	0
	75	 	UBSRES	 	Shea Renaissance, LLC	 	 	675,331	 	18,590	 	0	 	0	 	96,836	 	47,836	 	0	 	0
	76	 	Column	 	JP Chattanooga I, LLC	 	 	838	 	17,500	 	0	 	0	 	84,400	 	4,467	 	0	 	0
	76.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	76.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	77	 	The Bancorp Bank	 	Eleven Ten, LLC	 	 	0	 	43,750	 	0	 	0	 	25,703	 	3,873	 	0	 	0
	78	 	The Bancorp Bank	 	Avnet II LLC	 	 	0	 	93,031	 	0	 	0	 	2,500	 	8,250	 	0	 	0
	79	 	BSP	 	Chicago Title Land Trust Company, Not Personally But Solely As Trustee Under Trust Agreement Dated February 24, 1986 And Known As Trust No. 43515	 	 	0	 	0	 	0	 	0	 	0	 	0	 	141,365	 	0
	80	 	The Bancorp Bank	 	American Self Storage Of Hemet, LLC	 	 	0	 	750	 	0	 	0	 	35,081	 	2,060	 	0	 	0
	81	 	BNYM	 	EST Virginia LLC	 	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	82	 	The Bancorp Bank	 	Chapel Hill Villas, LLC	 	 	0	 	0	 	0	 	0	 	39,833	 	833	 	0	 	0
	83	 	BSP	 	3900 Centerpoint Parkway Investments, L.L.C.; 3800 Centerpoint Parkway Investments, L.L.C.; 800 Opdyke Investments, L.L.C.; 700 Opdyke Investments, L.L.C.; 1600 Opdyke Associates, L.L.C.	 	 	0	 	0	 	0	 	0	 	1,595	 	234	 	0	 	0
	83.01	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	83.02	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	83.03	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	83.04	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	83.05	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	84	 	UBSRES	 	A Storage Place-Barton Road, LP	 	 	0	 	0	 	0	 	0	 	10,408	 	0	 	0	 	0
	85	 	UBSRES	 	Portz Properties, LLC	 	 	45,000	 	0	 	0	 	0	 	55,890	 	3,542	 	0	 	0
	86	 	Column	 	JP Baytown I, LLC	 	 	463	 	0	 	0	 	0	 	9,138	 	6,069	 	0	 	0
	87	 	Column	 	Wendy Bagwell Venture, LLC	 	 	0	 	0	 	0	 	0	 	16,245	 	0	 	0	 	0
	88	 	Column	 	Teal Holdings, LLC	 	 	0	 	0	 	0	 	50,000	 	2,545	 	936	 	0	 	0
	89	 	Column	 	Scenic Ridge, LLC	 	 	0	 	0	 	0	 	0	 	0	 	1,916	 	0	 	60,000



 


    	 



    	 



    
 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 PERIODIC ESCROW 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	 	Originator/Loan Seller	 	Mortgagor Name	 	 	 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	 	UBSRES	 	DMP CR Plaza, LLC	 	 	Springing	 	0	 	Springing	 	270,526	 	Springing	 	0	 	Springing	 	0	 	 Yes	 	Office	 	Yes	 	04/06/29
	2	 	Column	 	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.	 	4% of gross income from operations for the calendar month which is 2 months prior to the applicable payment date	 	0	 	0	 	Springing	 	Springing	 	0	 	0	 	0	 	 Yes	 	Hotel	 	Yes	 	07/06/20
	2.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.03	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.04	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.05	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.06	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.07	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.08	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.09	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.1	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.11	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.12	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.13	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.14	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.15	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.16	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.17	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.18	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.19	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.2	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.21	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.22	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.23	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.24	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.25	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.26	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.27	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.28	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.29	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.3	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.31	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.32	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.33	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.34	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.35	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.36	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.37	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.38	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.39	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.4	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.41	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.42	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.43	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.44	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.45	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.46	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.47	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.48	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.49	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	2.5	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	3	 	UBSRES	 	MNH Mall L.L.C.; Mayflower New Hampshire Best Buy, L.P.	 	 	Springing	 	0	 	Springing	 	Springing	 	Springing	 	0	 	0	 	0	 	 Yes	 	Retail	 	Yes	 	07/01/25
	4	 	Column	 	Wheaton Plaza Regional Shopping Center LLC	 	 	Springing	 	0	 	Springing	 	Springing	 	Springing	 	0	 	0	 	5	 	 Yes	 	Retail	 	Yes	 	03/01/25
	5	 	Column	 	Arizona Grand Resort, LLC	 	 	Greater of 4% of the gross income from operations for the calendar month which is 2 months prior to the payment date or amount required in the management agreement	 	0	 	 	 	163,614	 	54,086	 	0	 	Springing	 	0	 	 Yes	 	Hotel	 	Yes	 	07/06/25
	6	 	Column	 	Soho Grand Hotel, Inc. & Tribeca Grand Hotel, Inc.	 	 	4% of the total gross revenue for the calendar month that is 2 calendar month prior	 	0	 	0	 	546,452	 	Springing	 	0	 	Springing	 	0	 	 Yes	 	Hotel	 	Yes	 	11/06/24
	6.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	6.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	7	 	Column	 	Trumbull Shopping Center #2 LLC	 	 	Springing	 	0	 	Springing	 	Springing	 	Springing	 	0	 	0	 	5	 	 Yes	 	Retail	 	Yes	 	03/01/25
	8	 	BNYM	 	Henderson Beach Partners, LLC	 	 	3,883	 	0	 	0	 	29,772	 	Springing	 	0	 	0	 	0	 	 No	 	Multifamily	 	Yes	 	06/06/25
	9	 	BNYM	 	Diamond Capital Group, LP	 	 	2,217	 	0	 	11,919	 	25,531	 	Springing	 	0	 	0	 	0	 	 No	 	Office	 	No	 	08/06/25
	10	 	BSP	 	21 Astor Partners LLC; 21 Astor Partners II LLC; 21 Astor Partners III LLC	 	 	139	 	0	 	0	 	45,805	 	464	 	0	 	Springing	 	0	 	 Yes	 	Retail	 	No	 	08/06/25
	11	 	Column	 	Summer Lake Villas LLC	 	 	8,818	 	0	 	0	 	25,851	 	21,363	 	0	 	0	 	0	 	 No	 	Multifamily	 	Yes	 	07/06/25
	11.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 	 	 
	11.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 	 	 
	11.03	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 	 	 
	12	 	The Bancorp Bank	 	Greenwood Holdings, LLC	 	 	4% of rent for prior month	 	0	 	0	 	24,950	 	5,790	 	0	 	Springing	 	0	 	 No	 	Hotel	 	Yes	 	05/05/25
	13	 	BNYM	 	SAC Hospitality LLC	 	 	Springing	 	0	 	0	 	28,671	 	Springing	 	0	 	0	 	0	 	 No	 	Hotel	 	Yes	 	07/06/20
	14	 	BSP	 	Damen Freezer Owners, LLC; Damen Cold Storage Owners, LLC; Damen Warehouse Owners, LLC	 	 	1,068	 	0	 	0	 	Springing	 	Springing	 	0	 	0	 	0	 	 Yes	 	Industrial	 	Yes	 	06/06/25
	15	 	BNYM	 	Sugartree Apartments, LLC; Empirian Sugartree II LLC; Willowood Apartments of Grove City, LLC; Willowood Apartments of Grove City, II, LLC; Sandpiper Apartments II, LLC; Parkway North Apartments, LLC; Dartmouth Place Apartments of Kent, LLC; Cardinal E.P., LLC; Meldon Place Apartments of Toledo, LLC	 	 	13,892	 	0	 	0	 	28,569	 	Springing	 	0	 	0	 	0	 	 Yes	 	Multifamily	 	Yes	 	03/06/25
	15.01	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 	 	 
	15.02	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 	 	 
	15.03	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 	 	 
	15.04	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 	 	 
	15.05	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 	 	 
	15.06	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Multifamily	 	 	 	 
	16	 	UBSRES	 	Privet Birmingham Crescent, LLC	 	 	2,682	 	0	 	17,494	 	29,377	 	2,856	 	0	 	Springing	 	0	 	 Yes	 	Office	 	Yes	 	07/06/25
	17	 	UBSRES	 	GRM HIMV, LLC; Goodman HIMV, LLC; Terrapin Mill Valley Investments, LLC	 	 	The greater of (a) an amount equal to 1/12 of 4% of Gross Income from Operations during the calendar year immediately preceding the calendar year in which such Monthly Payment Date occurs and (b) the aggregate amount, required to be reserved under the Management Agreement and the Franchise Agreement	 	0	 	0	 	18,211	 	1,741	 	0	 	Springing	 	0	 	 Yes	 	Hotel	 	Yes	 	07/06/25
	18	 	BNYM	 	7101 Sunset, LLC	 	 	623	 	0	 	3,898	 	10,831	 	1,623	 	0	 	0	 	0	 	 No	 	Retail	 	Yes	 	07/06/25
	19	 	BNYM	 	Peppertree Capital, LP	 	 	1,289	 	0	 	8,836	 	9,087	 	Springing	 	0	 	0	 	0	 	 No	 	Office	 	No	 	08/06/25
	20	 	BNYM	 	250 South Clinton LLC    	 	 	3,660	 	0	 	31,650	 	60,553	 	3,970	 	0	 	0	 	0	 	 Yes	 	Office	 	Yes	 	08/06/25
	20.01	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Office	 	 	 	 
	20.02	 	BNYM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Office	 	 	 	 
	21	 	Column	 	Ranch on the River, LP	 	 	3,067	 	0	 	0	 	27,625	 	3,897	 	0	 	0	 	0	 	 Yes	 	Multifamily	 	Yes	 	07/06/25
	22	 	UBSRES	 	BT (Multi) LLC	 	 	Springing	 	0	 	Springing	 	Springing	 	Springing	 	0	 	0	 	0	 	 No	 	Retail	 	Yes	 	07/06/25
	22.01	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Retail	 	 	 	 
	22.02	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Retail	 	 	 	 
	22.03	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Retail	 	 	 	 
	22.04	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Retail	 	 	 	 
	22.05	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Retail	 	 	 	 
	22.06	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Retail	 	 	 	 
	23	 	UBSRES	 	Scannell Properties #183, LLC	 	 	1,751	 	0	 	0	 	Springing	 	Springing	 	0	 	Springing	 	0	 	 Yes	 	Industrial	 	Yes	 	07/06/25
	24	 	Column	 	2015 Houston Sterling Point, LLC	 	 	19,650	 	0	 	0	 	60,667	 	34,330	 	0	 	0	 	0	 	 No	 	Multifamily	 	Yes	 	05/06/25
	25	 	BSP	 	1315 Lincoln Owner LLC	 	 	490	 	0	 	4,177	 	12,763	 	702	 	0	 	Springing	 	0	 	 Yes	 	Office	 	Yes	 	05/06/20
	26	 	UBSRES	 	Congress Hall Limited Liability Company; Perry Street Associates, LLC	 	 	From July through and including October of each year, the greater of (a) the sum of (i) an amount equal to 1/4 of 4% of the Room Revenue during the Shortfall Calculation Period immediately preceding such Monthly Payment Date occurs and (ii) $875 and (b) the aggregate amount, required to be reserved under the Management Agreement and the Franchise Agreement	 	0	 	0	 	21,596	 	Springing	 	0	 	Springing	 	0	 	 Yes	 	Hotel	 	Yes	 	08/06/25
	26.01	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	26.02	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	27	 	Column	 	PGE Starpoint, LLC; PGE 1, LLC; PGE 2, LLC; PGE 3, LLC; PGE 4, LLC; PGE 5, LLC; PGE 6, LLC; PGE 7, LLC; PGE 8, LLC; PGE 9, LLC; PGE 10, LLC; PGE 11, LLC; PGE 12, LLC; PGE 13, LLC; PGE 14, LLC; PGE 15, LLC; PGE 16, LLC; PGE 17, LLC; PGE 18, LLC; PGE 19, LLC; PGE 20, LLC; PGE 21, LLC; PGE 26, LLC    	 	 	1,539	 	0	 	8,548	 	Springing	 	Springing	 	 	 	Springing	 	0	 	 Yes	 	Office	 	Yes	 	08/06/25
	28	 	The Bancorp Bank	 	RE Dunwoody Holdings #1, LLC	 	 	2,913	 	0	 	0	 	15,833	 	3,333	 	0	 	0	 	0	 	 No	 	Multifamily	 	Yes	 	07/05/25
	29	 	Column	 	4800 Sugar Grove, LLC	 	 	2,060	 	0	 	13,583	 	13,481	 	1,383	 	0	 	Springing	 	0	 	 Yes	 	Office	 	No	 	07/06/25
	30	 	UBSRES	 	Northwest of McAllen Limited Partnership	 	 	Greater of (a) 1/12 of 1% (closing date - July 2016), 2% (August 2016-September 2017), 3% (October 2017-November 2018), 4% thereafter of Gross Income from Operations and (b) the aggregate amount required under the Management Agreement and the Franchise Agreement	 	0	 	0	 	19,300	 	Springing	 	0	 	Springing	 	0	 	 Yes	 	Hotel	 	No	 	07/06/25
	31	 	UBSRES	 	Jahco Burleson Town Center LLC	 	 	1,760	 	0	 	7,629	 	27,994	 	2,921	 	0	 	Springing	 	0	 	 No	 	Retail	 	Yes	 	07/06/25
	32	 	Column	 	HH-Laveen, LLC	 	 	1,276	 	0	 	8,948	 	11,548	 	1,946	 	0	 	Springing	 	0	 	 Yes	 	Retail	 	Yes	 	06/06/25
	33	 	BSP	 	NG BIM Colony Plaza LLC	 	 	3,250	 	0	 	12,640	 	12,908	 	1,240	 	0	 	Springing	 	0	 	 Yes	 	Retail	 	Yes	 	07/06/25
	34	 	Column	 	GA HC REIT II Vicksburg MS MOB, LLC	 	 	1,301	 	0	 	Springing	 	Springing	 	Springing	 	0	 	1,249	 	0	 	 Yes	 	Office	 	Yes	 	06/06/25
	35	 	BSP	 	Millside Plaza LLC	 	 	970	 	0	 	5,495	 	23,101	 	2,110	 	0	 	Springing	 	0	 	 Yes	 	Retail	 	Yes	 	06/06/25
	36	 	Column	 	Self Storage LLC	 	 	Springing	 	0	 	0	 	5,160	 	3,764	 	0	 	0	 	0	 	 No	 	Self Storage	 	Yes	 	07/06/25
	36.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Self Storage	 	 	 	 
	36.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Self Storage	 	 	 	 
	36.03	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Self Storage	 	 	 	 
	36.04	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Self Storage	 	 	 	 
	36.05	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Self Storage	 	 	 	 
	36.06	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Self Storage	 	 	 	 
	36.07	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Self Storage	 	 	 	 
	37	 	Column	 	Alvarado Real Estate Investments LLC	 	 	570	 	0	 	0	 	12,325	 	454	 	0	 	0	 	0	 	 Yes	 	Retail	 	Yes	 	06/06/25
	38	 	Column	 	BMA Brookwood Apartments, LLC	 	 	7,227	 	0	 	0	 	9,423	 	3,478	 	0	 	0	 	0	 	 No	 	Multifamily	 	Yes	 	06/06/25
	39	 	UBSRES	 	Deerfield 21 Corporation	 	 	0	 	0	 	0	 	33,279	 	23,824	 	0	 	0	 	0	 	 No	 	Hotel	 	Yes	 	06/06/25
	40	 	BNYM	 	MDR Brinton Lake LLC; Brinton Lake Hotel Associates, LP	 	 	1/12 of 4% of total revenue	 	0	 	0	 	17,421	 	Springing	 	0	 	Springing	 	0	 	 No	 	Hotel	 	Yes	 	06/06/25
	41	 	Column	 	Sherwood Equity LLC	 	 	4,500	 	0	 	0	 	10,496	 	13,586	 	0	 	0	 	0	 	 Yes	 	Multifamily	 	Yes	 	06/06/25
	42	 	Column	 	Pickerington Plaza Limited Partnership	 	 	1,108	 	0	 	7,333	 	23,457	 	1,321	 	0	 	Springing	 	0	 	 No	 	Retail	 	Yes	 	05/01/25
	43	 	UBSRES	 	Crossroads Shopping Center Investments, LLC	 	 	4,186	 	0	 	$8,333 before Specified Tenant Trigger Event, $25,000 after	 	19,502	 	2,384	 	0	 	0	 	0	 	 Yes	 	Retail	 	Yes	 	06/06/25
	44	 	Column	 	Konark Limited Partnership	 	 	5,204	 	0	 	0	 	27,407	 	6,111	 	0	 	0	 	0	 	 Yes	 	Multifamily	 	Yes	 	07/01/25
	45	 	Column	 	Varner NLS, LLC & Varner 203, LLC	 	 	329	 	0	 	1,644	 	3,722	 	944	 	 	 	Springing	 	0	 	 Yes	 	Retail	 	Yes	 	08/06/25
	46	 	BSP	 	Silverwood, L.L.C.; Hudson Apartments, LLC; Camellia Apartments, LLC	 	 	6,757	 	0	 	0	 	6,486	 	9,101	 	0	 	0	 	0	 	 No	 	Multifamily	 	Yes	 	07/06/25
	46.01	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 
	46.02	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 
	46.03	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 
	47	 	Column	 	DPH Newco, LLC; NC Regency Newco, LLC; RB Daytona Newco, LLC; DPP Newco, LLC	 	 	2,813	 	0	 	6,665	 	11,560	 	7,763	 	0	 	Springing	 	0	 	 Yes	 	Retail	 	Yes	 	07/06/25
	48	 	BNYM	 	2280 Corporate Circle, LLC	 	 	1,324	 	0	 	6,129	 	8,319	 	Springing	 	0	 	Springing	 	0	 	 Yes	 	Office	 	Yes	 	08/06/25
	49	 	UBSRES	 	83655 Date SP, LLC; Milner-Indio SP, LLC; Porter-Indio SP, LLC	 	 	1,203	 	0	 	0	 	10,050	 	Springing	 	0	 	0	 	0	 	 No	 	Self Storage	 	No	 	07/06/25
	50	 	The Bancorp Bank	 	Plaza Las Brisas, LLC	 	 	1,414	 	0	 	2,701	 	9,660	 	1,137	 	0	 	0	 	0	 	 Yes	 	Retail	 	Yes	 	06/05/25
	51	 	BSP	 	HEC - RNBT LLC	 	 	Springing	 	0	 	0	 	Springing	 	Springing	 	0	 	0	 	0	 	 Yes	 	Retail	 	Yes	 	06/06/25
	52	 	UBSRES	 	800 Chester Pike Associates, LP	 	 	1,425	 	0	 	Springing	 	Springing	 	1,712	 	0	 	Springing	 	0	 	 Yes	 	Industrial	 	Yes	 	08/06/25
	53	 	Column	 	Tara Hills LLC	 	 	4,618	 	0	 	0	 	8,445	 	3,306	 	0	 	0	 	0	 	 No	 	Multifamily	 	Yes	 	06/06/25
	54	 	BSP	 	Baltimore North Hotel LLC	 	 	1/12 of 4% of the greater of (i) gross revenues for the preceding calendar year, or (ii) the projected gross revenues for the current calendar year	 	0	 	0	 	8,970	 	2,520	 	0	 	Springing	 	0	 	 No	 	Hotel	 	Yes	 	08/06/25
	55	 	The Bancorp Bank	 	AHH Paradise LLC	 	 	3,171	 	0	 	0	 	8,175	 	3,454	 	0	 	0	 	0	 	 No	 	Multifamily	 	Yes	 	07/05/25
	56	 	UBSRES	 	Monroe Center Associates, L.L.C.	 	 	403	 	0	 	3,358	 	12,601	 	1,372	 	0	 	Springing	 	0	 	 Yes	 	Retail	 	Yes	 	07/06/25
	57	 	BNYM	 	Mount Hermon Road Self Storage LLC	 	 	934	 	0	 	0	 	7,217	 	Springing	 	0	 	Springing	 	0	 	 Yes	 	Self Storage	 	Yes	 	07/06/20
	58	 	BSP	 	Bloomfield Valley Properties, LLC	 	 	798	 	0	 	3,990	 	12,953	 	1,264	 	0	 	0	 	0	 	 No	 	Office	 	Yes	 	08/06/25
	59	 	The Bancorp Bank	 	Waterford 20 LLC	 	 	Springing	 	0	 	0	 	Springing	 	Springing	 	0	 	0	 	0	 	 No	 	Retail	 	Yes	 	06/05/25
	60	 	The Bancorp Bank	 	CCBP II LLC	 	 	1,999	 	0	 	4,997	 	15,833	 	Springing	 	0	 	0	 	0	 	 Yes	 	Industrial	 	Yes	 	07/05/25
	61	 	UBSRES	 	Chapanoke Square LLC	 	 	1,505	 	0	 	3,386	 	5,175	 	1,691	 	0	 	Springing	 	0	 	 Yes	 	Retail	 	Yes	 	06/06/25
	62	 	UBSRES	 	EL Acquisition LLC; Orbis Acquisition, LLC	 	 	1,738	 	0	 	4,344	 	10,410	 	Springing	 	0	 	Springing	 	0	 	 Yes	 	Industrial	 	Yes	 	07/06/25
	62.01	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 
	62.02	 	UBSRES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 
	63	 	UBSRES	 	WC-Stahelin, LLC	 	 	4,309	 	0	 	Springing	 	12,963	 	3,196	 	0	 	Springing	 	0	 	 Yes	 	Industrial	 	Yes	 	06/06/25
	64	 	The Bancorp Bank	 	1935 W Linden, LLC & 3738 Harrison Apts, LLC	 	 	1,287	 	0	 	0	 	7,512	 	1,167	 	0	 	0	 	0	 	 No	 	Multifamily	 	Yes	 	07/05/25
	65	 	The Bancorp Bank	 	NB Penn LLC	 	 	Springing	 	0	 	Springing	 	Springing	 	Springing	 	0	 	0	 	0	 	 No	 	Retail	 	Yes	 	07/05/25
	65.01	 	The Bancorp Bank	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Retail	 	 	 	 
	65.02	 	The Bancorp Bank	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Retail	 	 	 	 
	66	 	UBSRES	 	A Storage Place-La Sierra, LP	 	 	Springing	 	0	 	0	 	5,555	 	Springing	 	0	 	0	 	0	 	 No	 	Self Storage	 	Yes	 	07/06/25
	67	 	BSP	 	Zukin Family Limited Partnership	 	 	233	 	0	 	745	 	5,171	 	Springing	 	0	 	0	 	5	 	 No	 	Retail	 	Yes	 	07/01/25
	68	 	BNYM	 	Cornerstone-Meadows Limited Partnership	 	 	Springing	 	0	 	0	 	5,349	 	Springing	 	0	 	0	 	0	 	 No	 	Multifamily	 	Yes	 	08/06/25
	69	 	BSP	 	Hudson Valley Resort LLC; Green Hospitality LLC	 	 	1/12 of 4% of the greater of (i) gross revenues for the preceding calendar year, or (ii) the projected gross revenues for the current calendar year	 	0	 	0	 	6,836	 	2,830	 	0	 	0	 	0	 	 No	 	Hotel	 	Yes	 	07/06/25
	70	 	UBSRES	 	LMF Richmond, LLC; LMF Rambeau, LLC	 	 	185	 	0	 	1,667	 	4,897	 	820	 	0	 	Springing	 	0	 	 No	 	Retail	 	Yes	 	07/06/25
	71	 	Column	 	Glendale Communities LP	 	 	467	 	0	 	0	 	1,688	 	605	 	0	 	0	 	0	 	 No	 	Manufactured Housing	 	Yes	 	07/06/25
	72	 	UBSRES	 	Central Avenue Self Storage, L.P.	 	 	Springing	 	0	 	0	 	4,548	 	Springing	 	0	 	0	 	0	 	 No	 	Self Storage	 	Yes	 	05/06/25
	73	 	Column	 	NP Granada MHC Associates, LLC	 	 	1,175	 	0	 	0	 	2,909	 	1,022	 	0	 	0	 	0	 	 No	 	Manufactured Housing	 	Yes	 	06/06/25
	74	 	Column	 	Santa Paula Self-Storage, L.P.	 	 	0	 	0	 	0	 	4,285	 	811	 	0	 	0	 	0	 	 No	 	Self Storage	 	Yes	 	06/06/25
	75	 	UBSRES	 	Shea Renaissance, LLC	 	 	Springing	 	0	 	0	 	14,672	 	4,983	 	0	 	0	 	0	 	 No	 	Multifamily	 	No	 	06/06/25
	76	 	Column	 	JP Chattanooga I, LLC	 	 	838	 	0	 	0	 	8,440	 	1,117	 	0	 	0	 	0	 	 No	 	Manufactured Housing	 	Yes	 	07/06/25
	76.01	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Manufactured Housing	 	 	 	 
	76.02	 	Column	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Manufactured Housing	 	 	 	 
	77	 	The Bancorp Bank	 	Eleven Ten, LLC	 	 	564	 	0	 	1,623	 	3,672	 	387	 	0	 	0	 	0	 	 No	 	Office	 	Yes	 	08/05/25
	78	 	The Bancorp Bank	 	Avnet II LLC	 	 	4,875	 	0	 	0	 	2,500	 	8,250	 	0	 	0	 	0	 	 Yes	 	Multifamily	 	Yes	 	05/05/25
	79	 	BSP	 	Chicago Title Land Trust Company, Not Personally But Solely As Trustee Under Trust Agreement Dated February 24, 1986 And Known As Trust No. 43515	 	 	0	 	0	 	0	 	Springing	 	Springing	 	Springing	 	0	 	0	 	 No	 	Other	 	Yes	 	05/06/25
	80	 	The Bancorp Bank	 	American Self Storage Of Hemet, LLC	 	 	648	 	0	 	0	 	3,508	 	1,030	 	0	 	0	 	0	 	 Yes	 	Self Storage	 	Yes	 	08/05/25
	81	 	BNYM	 	EST Virginia LLC	 	 	Springing	 	0	 	0	 	Springing	 	Springing	 	0	 	0	 	0	 	 No	 	Retail	 	No	 	07/06/25
	82	 	The Bancorp Bank	 	Chapel Hill Villas, LLC	 	 	300	 	0	 	0	 	3,983	 	833	 	0	 	0	 	0	 	 No	 	Multifamily	 	Yes	 	07/05/25
	83	 	BSP	 	3900 Centerpoint Parkway Investments, L.L.C.; 3800 Centerpoint Parkway Investments, L.L.C.; 800 Opdyke Investments, L.L.C.; 700 Opdyke Investments, L.L.C.; 1600 Opdyke Associates, L.L.C.	 	 	0	 	0	 	1,471	 	1,595	 	234	 	0	 	Springing	 	0	 	 Yes	 	Other	 	Yes	 	06/06/25
	83.01	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Other	 	 	 	 
	83.02	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Other	 	 	 	 
	83.03	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Other	 	 	 	 
	83.04	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Other	 	 	 	 
	83.05	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Other	 	 	 	 
	84	 	UBSRES	 	A Storage Place-Barton Road, LP	 	 	Springing	 	0	 	0	 	4,003	 	Springing	 	0	 	0	 	0	 	 No	 	Self Storage	 	Yes	 	07/06/25
	85	 	UBSRES	 	Portz Properties, LLC	 	 	169	 	0	 	Springing	 	Springing	 	Springing	 	0	 	Springing	 	0	 	 No	 	Retail	 	Yes	 	04/30/40
	86	 	Column	 	JP Baytown I, LLC	 	 	463	 	0	 	0	 	914	 	1,517	 	0	 	0	 	0	 	 No	 	Manufactured Housing	 	Yes	 	07/06/25
	87	 	Column	 	Wendy Bagwell Venture, LLC	 	 	158	 	0	 	998	 	1,805	 	269	 	0	 	0	 	0	 	 No	 	Retail	 	Yes	 	07/06/25
	88	 	Column	 	Teal Holdings, LLC	 	 	Springing	 	0	 	Springing	 	2,546	 	104	 	0	 	Springing	 	0	 	 Yes	 	Retail	 	Yes	 	05/01/25
	89	 	Column	 	Scenic Ridge, LLC	 	 	115	 	0	 	800	 	2,961	 	240	 	0	 	0	 	0	 	 No	 	Retail	 	No	 	07/06/25



 


    	 



    	 



    
 


EXHIBIT
C


 






FORM
OF REQUEST FOR RELEASE




(for
Trustee/Custodian/Certificate Administrator)








 


Loan
Information:


Name
of Mortgagor: __________________


Master
Servicer Loan No.: __________________


Custodian/Trustee


Name:
__________________


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                             __________________ 


 Custodian/Trustee
Mortgage File No.: __________________


 [Seller]


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	Certificates:	CSAIL 2015-C3 Commercial Mortgage Trust,
    Commercial Mortgage Pass-Through Certificates, Series 2015-C3, Class [____]




 


The
undersigned [Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] hereby requests release from Wells
Fargo Bank, National Association, as Custodian, for the Holders of CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2015-C3, of 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 August 1, 2015 (the “Pooling and Servicing Agreement”), by and among Credit Suisse First Boston
Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank,
National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer.


 




( 
)  Note dated _________, _____, in the original principal sum of $_____, made by _______, payable to, or endorsed to
the order of, the Trustee.


 




(
 ) Mortgage recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County
of _______________, State of _________________ in book/reel/docket ___________ of official records at page/image ________.


 




( 
)  Deed of Trust recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County
of ____________, State of _______ in book/reel/docket ____________ of official records at page/image.


 





    	Exhibit C-1



    	 



    

 




(
 )  Assignment of Mortgage or Deed of Trust to the Trustee, recorded on _____________ as instrument no. _______
in the County Recorder’s Office of the County of _________, State of _______ in book/reel/docket __________ of official
records at page/image _____________.


 




(
 )  Other documents, including any amendments, assignments or other assumptions of the Note or Mortgage.


 




(
 )           ___________________________


 




(
 )           ___________________________


 




( 
)           ___________________________


 




(
 )           ___________________________


 




The
undersigned [Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] hereby acknowledges and agrees
as follows:


 




(i)            The
[Master Servicer][Special Servicer][Other Master Servicer][Other 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 Agreement.


 




(ii)           The
[Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest, charges, writs of attachment or other impositions nor
shall the [Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] assert or seek to assert any claims
or rights of set-off to or against the Documents or any proceeds thereof.


 




(iii)           The
[Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] shall return the Documents to the Custodian
when the need therefor no longer exists, unless the Mortgage Loan relating to the Documents has been liquidated and the proceeds
thereof have been remitted to the Collection Account and except as expressly provided in the Agreement.


 




(iv)         The
Documents and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the [Master Servicer][Special
Servicer][Other Master Servicer][Other Special Servicer] shall at all times be earmarked for the account of the Trustee, and the
[Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] shall keep the Documents and any proceeds separate
and distinct from all other property in the [Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer]’s
possession, custody or control.


 






    	Exhibit C-2



    	 



    

 












	 	[                     ]	 
	 	 	 	 
	 	By:
    	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	Dated:	 








 






    	Exhibit C-3



    	 



    

 


EXHIBIT
D


 






FORM
OF DISTRIBUTION DATE STATEMENT






 


See
Annex D to the Prospectus Supplement


 






    	Exhibit D-1



    	 



    

 


EXHIBIT E






 


FORM
OF TRANSFER CERTIFICATE




FOR
RULE 144A GLOBAL CERTIFICATE




TO
TEMPORARY REGULATION S GLOBAL CERTIFICATE






 


(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 2015-C3



 


	  	Re:	CSAIL
2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3, Class [__]

        	 




 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate
Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer.
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 Global 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 Global 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 E-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 have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;


 




(4)  the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 




(5)  the
transferee is an institution.


 




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, Trustee, Operating Advisor, Certificate
Administrator, Master Servicer, Special Servicer and the Underwriters.


 












	 	[Insert Name of Transferor]	 
	 	 	 	 
	 	By:
    	 	 
	 	 	Name:	 
	 	 	Title:	 




 


Dated:  _______


 


cc:
Credit Suisse First Boston Mortgage Securities Corp.


 


 



 


**      Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	Exhibit E-2



    	 



    

 


EXHIBIT F


 






FORM
OF TRANSFER CERTIFICATE




FOR
RULE 144A GLOBAL CERTIFICATE




TO
REGULATION S GLOBAL CERTIFICATE






 


(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 2015-C3



 


	  	Re:	CSAIL
2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3, Class [__]

        	 




 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate
Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer.
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 Global 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 Global 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 and, (i) with respect
to transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended
(the “Securities Act”), the Transferor does hereby certify that:


 




(1)  the
offer of the Certificates was not made to a person in the United States; 




 






    	Exhibit F-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 have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;


 




(4)  the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 




(5)  the
transferee is an institution.


 




or
(ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that
the Certificates are being transferred in a transaction permitted by Rule 144 under 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, Trustee, Operating Advisor, Certificate
Administrator, Master Servicer, Special Servicer and the Underwriters.


 














	 	[Insert
                    Name of Transferor]

        	 
	 	 		 
	 	By:
    	 	 
	 	 	Name:	 
	 	 	Title:	 




 


Dated:  _______


 


cc:
Credit Suisse First Boston Mortgage Securities Corp.


 


 


 


*      
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S. 


 


**     Select
(i) or (ii), as applicable.


 



    	Exhibit F-2



    	 



    










 


EXHIBIT
G






 


FORM
OF TRANSFER CERTIFICATE




FOR
TEMPORARY REGULATION S GLOBAL CERTIFICATE




TO
RULE 144A GLOBAL 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 2015-C3



 


	  	Re:	CSAIL
2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3, Class [__]

        	 




 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate
Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer.
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 Global 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 Global 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 G-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, Trustee, Operating Advisor, Certificate
Administrator, Master Servicer, Special Servicer and the Underwriters.


 
















	 	[Insert
                    Name of Transferor]

        	 
	 	 	 	 
	 	By:
    	 	 
	 	 	Name:	 
	 	 	Title:	 




 


Dated:  _______


 


cc:
Credit Suisse First Boston Mortgage Securities Corp.


 






    	Exhibit G-2



    	 



    

 




EXHIBIT
H


 






FORM
OF CERTIFICATION TO BE GIVEN BY




BENEFICIAL
OWNER OF TEMPORARY




REGULATION
S GLOBAL CERTIFICATE






 


(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 2015-C3


 


	  	Re:	CSAIL
2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3, Class [__]

        	 




 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate
Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer.
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 Global Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary
Regulation S Global Certificate of the Class specified above issued under the Pooling and Servicing Agreement certifies that it
is an institution that 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 H-1



    	 



    

 


This
certificate and the statements contained herein are made for your benefit and the benefit of the
Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special Servicer and the Underwriters.


 


	 	Dated:______________	 
	 	 	 	 
	 	By:
    	 	 
	 	as, or as agent for, the holder of a beneficial interest
    in the Certificates to which this certificate relates.








 






    	Exhibit H-2



    	 



    

 


EXHIBIT
I


 






FORM
OF TRANSFER CERTIFICATE




FOR
NON-BOOK ENTRY CERTIFICATE




TO
TEMPORARY REGULATION S GLOBAL 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 2015-C3


 


	  	Re:	CSAIL
2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3, Class [__]

        	 




 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate
Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer.
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 Global 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 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 have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;


 




(4)  the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 




(5)  the
transferee is an institution.


 




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, Trustee, Operating Advisor, Certificate
Administrator, Master Servicer, Special Servicer and the Underwriters.


 




















	 	[Insert
                    Name of Transferor]

        	 
	 	 	 	 
	 	By:
    	 	 
	 	 	Name:	 
	 	 	Title:	 




 


Dated:  ________


 




cc:
Credit Suisse First Boston 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
NON-BOOK ENTRY CERTIFICATE




TO
REGULATION S GLOBAL 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 2015-C3


 


	  	Re:	CSAIL
2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3, Class [__]

        	 



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate
Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer.
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 Global 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 and, (i) with respect
to transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended
(the “Securities Act”), 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 J-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 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; and


 




(5)   the
transferee is an institution.


 




or
(ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that
the Certificates are being transferred in a transaction permitted by Rule 144 under 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, Trustee, Operating Advisor, Certificate
Administrator, Master Servicer, Special Servicer and the Underwriters.


 




















	 	[Insert
                    Name of Transferor]

        	 
	 	 	 	 
	 	By:
    	 	 
	 	 	Name:	 
	 	 	Title:	 




 


Dated:  ________


 


cc:
Credit Suisse First Boston Mortgage Securities Corp.


 





 



 


**      Select
(i) or (ii), as applicable.


 






    	Exhibit J-2



    	 



    

 


EXHIBIT
K


 






FORM
OF TRANSFER CERTIFICATE




FOR
NON-BOOK ENTRY CERTIFICATE




TO
RULE 144A GLOBAL 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 2015-C3


 


	  	Re:	CSAIL
2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3, Class [__]

        	 




 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate
Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer.
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 Global 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 K-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, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.


 




















	 	[Insert
                    Name of Transferor]

        	 
	 	 	 	 
	 	By:
    	 	 
	 	 	Name:	 
	 	 	Title:	 




 


Dated:  ________


 


cc:
Credit Suisse First Boston Mortgage Securities Corp.


 






    	Exhibit K-2



    	 



    

 


EXHIBIT L-1


 


FORM
OF TRANSFEREE AFFIDAVIT


 






AFFIDAVIT
PURSUANT TO




SECTIONS
860D(a)(6)(A) AND 860E(e)(4) OF




THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


	Wells Fargo Bank, National Association,



	as Certificate Registrar



	Sixth Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113




Attention:
CMBS – CSAIL 2015-C3


 








		Re:	CSAIL
2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate
Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer.	 



 


	STATE OF  	 ) 	 
	 	 )  	ss.:
	COUNTY OF 	 ) 	 




 


Capitalized
terms not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.


 




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 “Lower-Tier REMIC” and “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


 






    	Exhibit L-1-1



    	 



    

 


following:
(a) the United States, a State or any political subdivision of a State, any possession of the United States or any agency or instrumentality
of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and,
except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental
unit), (b) a foreign government, International Organization or agency or instrumentality of either of the foregoing, (c) an organization
that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business
taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates (except
certain farmers’ cooperatives described in Code Section 521), (d) rural electric and telephone cooperatives described in
Code Section 1381(a)(2) or (e) any other Person so designated by the Certificate Registrar based upon an opinion of counsel to
the effect that any transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify as a REMIC
at any time that the Certificates are outstanding. The terms “United States”, “State” and “international
organization” shall have the meanings set forth in Section 7701 of the Code.


 




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. For the purpose hereof, a “Permitted Transferee” is any Person or agent
of such Person 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 either Trust REMIC
to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an
entity treated as a U.S. partnership if any of its partners, directly or indirectly (other than through a U.S. corporation) is
(or is permitted to be under the partnership agreement) a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect
to which income from a 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.


 




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 U.S. Tax Person.


 




8.     Check
the applicable paragraph:


 




☐    The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 




(i)    the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 




(ii)   the
present value of the expected future distributions on such Class R Certificate; and




 






    	Exhibit L-1-2



    	 



    

 


(iii)  the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 




For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section
11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the
month of the transfer and the compounding period used by the Purchaser.


 




☐    The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 




(i)    the
Purchaser is an “eligible corporation”, as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 




(ii)   at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a Person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 




(iii)  the
Purchaser will transfer the Class R Certificate only to another “eligible corporation”, as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 




(iv)  the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 




☐    None
of the above.


 




9.     The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 




10.   The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 




11.   The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer to any Person that does not provide an affidavit and agreement in


  





    	Exhibit L-1-3



    	 



    

 


substantially
the same form as this affidavit and agreement or as to which the Purchaser 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.


 




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 of the Lower-Tier
REMIC and Upper-Tier REMIC pursuant to Section 4.04 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:	 




 


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.


 





    	Exhibit L-1-4



    	 



    

 


	 	 	 
	 	 	NOTARY
    PUBLIC in and for the
	 	 	State of _______________
	 	 	 
	      
    [SEAL]	 	 
	 	 	 
	My Commission expires:	 	 
	 	 	 



 


    	Exhibit L-1-5



    	 



    
 






EXHIBIT L-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 2015-C3





 


	Re:		CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2015-C3, Class R	 






 


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
August 1, 2015 (the “Pooling and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association,
as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer. 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 Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit L-1. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee (as
defined in such Transfer Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s representations
in such Transfer Affidavit and Agreement are 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
for United




 






    	Exhibit L-2-1



    	 



    
 


States
income taxes associated therewith) unless the Transferor has conducted such an investigation.

 


	 	Very truly yours,
	 	 	 
	 	(Transferor)
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:






 






    	Exhibit L-2-2



    	 



    

  


EXHIBIT L-3


 


FORM OF TRANSFEREE LETTER


 





[Date] 


 


Wells Fargo Bank, National
Association, 


as Certificate Registrar 


Sixth Street and Marquette
Avenue 


Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2015-C3


  


Wells Fargo Bank, National
Association, 


as Trustee 


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services – CSAIL 2015-C3


  


Credit Suisse First Boston Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee




 


[Transferor] 


[______] 


[______] 


Attention: [______]


 


	Re:		CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2015-C3	 



            
 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [$_____________ initial Certificate Principal Amount] [_____% Percentage Interest]
of CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3, Class [_], CUSIP
No. [____] (the “Certificates”), issued pursuant to that certain Pooling and Servicing Agreement, dated as of
August 1, 2015 (the “Pooling and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association,
as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer. 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 Purchaser hereby represents and warrants to you that with respect to the Class E, Class F, Class NR, Class R
and Class Z Certificates, the Purchaser is


 






    	Exhibit L-3-1



    	 



    

 


 not and will not be (i) a retirement plan or other employee benefit plan or arrangement,
including an individual retirement account or a Keogh plan, which is subject to Title I 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
(“Similar Law”) that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each,
a “Plan”), or (ii) a collective investment fund, the assets of which are considered Plan assets under the U.S.
Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA or for purposes of Similar Law, an insurance
company using assets of separate accounts or general accounts which include assets of Plans (or which are deemed pursuant to ERISA
or Similar Law to include assets of Plans) or other Person acting on behalf of any such Plan or using the assets of any such Plan,
other than (with respect to any transfer of a Class E, Class F or Class NR Certificate) an insurance company using assets of its
general account under circumstances whereby such purchase and the subsequent holding of Certificate(s) by such insurance company
would be exempt from the prohibited transaction provisions of ERISA and Section 4975 of the Code under Sections I and III of Prohibited
Transaction Class Exemption 95-60 or, as applicable, would not constitute a non-exempt violation of Similar Law.


 






    	Exhibit L-3-2



    	 



    

  





 


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____.


 


	 	Very truly yours,
	 	 	 
	 	[INSERT NAME OF PURCHASER]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 






    	Exhibit L-3-3



    	 



    

  




EXHIBIT L-4


 


FORM OF INVESTMENT REPRESENTATION
LETTER


 





[Date]


 


Wells Fargo Bank, National
Association, 


as Certificate Registrar 


Sixth Street and Marquette
Avenue 


Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2015-C3


 


Credit Suisse First Boston Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


	Re:		CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2015-C3, Class [__]



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing
Agreement”), entered into by Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, and Wells Fargo Bank,
National Association, as Trustee, on behalf of the holders of Commercial Mortgage Pass Through Certificates, Series 2015-C3 (the
“Certificates”) in connection with the transfer by [             ]
(the “Seller”) to the undersigned (the “Purchaser”) of $_____ aggregate [Certificate Principal
Balance][Notional Amount] of Class [ ] Certificates [representing a [  ]% Percentage Interest in the related Class],
in certificated fully registered form (such registered interest, the “Certificate”). Terms used but not defined
herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.


 


In connection with
such transfer, the undersigned hereby represents and warrants to you as follows:


 


[For Institutional
Accredited Investors only]1.The Purchaser is an institutional “accredited investor” (an “Institutional
Accredited Investor”), i.e., an entity meeting the requirements of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”), or an 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, and has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and risks of the investment in the Certificate, and the
Purchaser and any accounts for which the Purchaser is acting are each able to bear the economic risk of our or its investment.
The Purchaser is acquiring the Certificate for its own account or for one or more accounts (each


 






    	Exhibit L-4-1



    	 



    

  


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 for any costs incurred by it in connection with this transfer.


 


[For Qualified Institutional
Buyers only]1.The Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A (“Rule
144A”) promulgated under the Securities Act of 1933, as amended (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 resale to (i) “qualified
institutional buyers” in transactions complying with Rule 144A, or (ii) Institutional Accredited Investors under the Securities
Act, pursuant to any other exemption from the registration requirements of the Securities Act, subject in the case of this clause
(ii) to (a) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (b) the receipt by the
Certificate Registrar of an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer
is in compliance with the Securities Act, (c) 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 (including applicable state and foreign securities laws), and (d) a written undertaking to reimburse the Trust for any
costs incurred by it in connection with the proposed transfer. It understands that the Certificate (and any subsequent Non-Book
Entry 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 resell to only certain investors in certain exempted transactions) as expressed herein.


 


3.     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.


 


4.     The Purchaser
has reviewed the applicable Offering Circular dated May 8, 2015, relating to the Certificates (the “Offering Circular”)
and the agreements and other materials referred to therein and has had the opportunity to ask questions and receive answers concerning
the terms and conditions of the transactions contemplated by the Offering Circular.


 


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 Non-Book Entry 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, except in compliance with Section 5.03 of the Pooling and Servicing
Agreement.


 


7.     Check one of
the following:


 






    	Exhibit L-4-2



    	 



    

  


☐    The
Purchaser is a “U.S. Tax Person” 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 Administrator (or its agent) with respect to Distributions to be made on the Certificate(s).
The Purchaser has attached hereto (i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor form),
which identifies such Purchaser as the beneficial owner of the Certificate(s) and states that such Purchaser is not a U.S. Person,
(ii) two duly executed copies of IRS Form W-8IMY (and all appropriate attachment) 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(s) and state that interest
and original issue discount on the Certificate(s) is, or is expected to be, effectively connected with a U.S. trade or business.
The Purchaser agrees to provide to the Certificate Administrator updated IRS Forms W-8BEN, IRS Forms W-8BEN-E, IRS Forms W-8IMY
or IRS Forms W-8ECI, as the case may be, any applicable successor IRS forms, or such other certifications as the Certificate Administrator
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
Administrator.


 


For purposes of this
paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, 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).


 


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:


 


Account number:
_________________________________


 


Institution:
______________________________________



 


(b)by
mailing a check or draft to the following address:


 


______________________________________________


 





______________________________________________



  





 






**     Please
select (a) or (b).


  






    	Exhibit L-4-3



    	 



    

 


______________________________________________


  


	 	Very truly yours,
	 	 	 
	 	[INSERT NAME OF PURCHASER]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:






 





Dated: ________________, 20__


 






    	Exhibit L-4-4



    	 



    

 




EXHIBIT M-1



FORM OF INVESTOR CERTIFICATION FOR OBTAINING INFORMATION AND NOTICES





 


[Date]


 


[Wells Fargo Bank, National
Association, 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: CMBS – CSAIL
2015-C3]


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: CSAIL 2015-C3 Asset Manager]





 


	Attention:		Corporate Trust Services (CMBS) - CSAIL 2015-C3 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2015-C3



 


In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Agreement”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Pentalpha Surveillance LLC, as Operating Advisor,
Wells Fargo Bank, National Association, as Certificate Administrator, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, and Wells Fargo Bank, National Association, as Trustee (the
“Trustee”), with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.          The undersigned
is a [[certificateholder][beneficial owner][prospective purchaser] of the Class ___ Certificates][Companion Loan Holder (as defined
in the Agreement)][the Controlling Class Representative]


 


2.          The undersigned
has received a copy of the Prospectus Supplement and the Prospectus.1


 


3.          The undersigned
is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any Mortgagor or Manager of a Mortgaged Property, or an
agent, principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee, advisor of or
investor in or of any of the foregoing.





  


 






 


1
Only required for a certificateholder, a beneficial owner or a
prospective purchaser.


 






    	Exhibit M-1-1



    	 



    

 





4.          The undersigned
is requesting access pursuant to the Agreement to certain information (the “Information”) on the [Master Servicer’s
website][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 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 Master Servicer or Certificate Administrator,
as applicable, 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, unless required to do so
by law.


 


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 this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer 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.         The undersigned
agrees that each time it accesses the [Master Servicer’s website][Certificate Administrator’s Website], the undersigned
is deemed to have recertified that the representations and covenants contained herein remain true and correct.


 


7.         Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.






		 	 
	 	[Certificateholder][Beneficial Owner][Prospective Purchaser][Companion Loan Holder]
	 	 	 
	 	By: 	 




	 	 	 
	 	Name:	 




	 	 	 
	 	Title:	 




	 	 	 
	 	Company:	 




 






    	Exhibit M-1-2



    	 



    

  


	 	Phone:	 







 






    	Exhibit M-1-3



    	 



    




   


EXHIBIT M-2


 


FORM OF INVESTOR CERTIFICATION FOR
EXERCISING VOTING RIGHTS


 





[Date]


 


Wells Fargo Bank, National
Association, 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: CMBS – CSAIL 2015-C3


 


	Attention:		Corporate Trust Services (CMBS) – CSAIL 2015-C3 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2015-C3



 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2015
(the “Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Pentalpha
Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, and Wells
Fargo Bank, National Association, as Trustee (the “Trustee”), with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.             The undersigned
is a certificateholder of the Class ___ Certificates.


 


2.             The undersigned
has received a copy of the Prospectus Supplement and the Prospectus.


 


3.             The undersigned
is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any Mortgagor or Manager of a Mortgaged Property or an
agent of any Mortgagor.


 


4.             The undersigned
intends to exercise Voting Rights under the Agreement and certifies that (please check one of the following):


 


		___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or the Operating Advisor.



 


		___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator or the Operating Advisor and hereby certifies to the existence of an Affiliate Ethical Wall
between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor, as applicable.



 


		___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or an Affiliate of any of the foregoing.



 






    	Exhibit M-2-1



    	 



    

  


5.             The undersigned
shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating Advisor,
the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer 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.             Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified. 


		 	 
	 	[Certificateholder]
	 	 	 
	 	By:	 




	 	 	 
	 	Name:	 




	 	 	 
	 	Title:	 




	 	 	 
	 	Company:	 




 


	 	Phone:	 





 






    	Exhibit M-2-2



    	 



    

  


EXHIBIT M-3


 


FORM OF ONLINE VENDOR CERTIFICATION 


 


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 Vendor 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 connection with
the CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3 (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned
is an employee or agent of Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc. or BlackRock Financial Management
Inc., a market data provider that has been given access to the Distribution Date Statements, 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,
and any confidentiality agreement applicable to the undersigned with respect to information obtained from the Rule 17g-5 Information
Provider’s Website shall also be applicable to information obtained from CTSLink.


 


4.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as
of August 1, 2015, by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto Capital Advisors,
LLC, as Special Servicer.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


		 	 
	 	[                        ]
	 	 	 
	 	By:	 



 






    	Exhibit M-3-1



    	 



    

 






	 	 	 
	 	Name:	 




	 	 	 
	 	Title:	 




	 	 	 
	 	Company:	 




 


	 	Phone:	 




 






    	Exhibit M-3-2



    	 



    

  





EXHIBIT M-4



FORM OF CONFIDENTIALITY AGREEMENT


 


Credit Suisse First Boston Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


Wells Fargo Bank, National
Association,


9062 Old Annapolis Road 


Columbia, Maryland 21045 


Attention: CMBS – CSAIL
2015-C3


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head







Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Jeff Krasnoff


  


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Niral Shah


  


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Adam Singer


 


	Re:		CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2015-C3



 





Ladies and Gentlemen:


 


In connection with
the CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3 (the “Certificates”),
we acknowledge that we will be


 






    	Exhibit M-4-1



    	 



    

  


furnished by Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
and Rialto Capital Advisors, LLC, as Special Servicer (and may have been previously furnished) with certain information (the “Information”).
For the purposes of this letter agreement (this “Agreement”), “Representative” of a Person refers to such
Person’s directors, officers, employees, and agents; and “Person” refers to any individual, group or entity.


 


In connection with
and in consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting and will use
the Information solely for purposes of making investment decisions and/or exercising the rights of the Controlling Class Representative
with respect to the above-referenced Certificates and the related Mortgage Loans and will not disclose such Information to any
Person or entity other than (i) our Representatives, (ii) our auditors and regulators and (iii) any Person or entity
contemplating the purchase of any Certificate held by the undersigned or of an interest therein (or such outside Persons as are
assisting it in making an evaluation in connection with purchasing the related Certificates (but only if such Persons confirm in
writing such contemplation of a prospective ownership interest and agree in writing to keep such Information confidential)), (iv) our
accountants and attorneys, and (v) 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 Master Servicer or Special Servicer, as applicable, be
otherwise disclosed by the undersigned or by its Representatives in any manner whatsoever, in whole or in part, unless required
to do so by law.


 


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
Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer 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.


 


This Agreement shall
not apply to any of the Information which: (i) is or becomes generally available and known to the public other than as a result
of a disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to us on a non-confidential
basis from a source other than you or one of your Representatives, which source is not bound by a contractual or other obligation
of confidentiality to any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its disclosure to
us by you.


 


Capitalized terms
used but not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated as
of August 1, 2015, by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto Capital Advisors,
LLC, as Special Servicer.


 


This Agreement, when
signed by us, will constitute our agreement with respect to the subject matter contained herein.


 






    	Exhibit M-4-2



    	 



    




		 	 
	 	Very truly yours,
	 	 
	 	[NAME OF ENTITY]
	 	 	 
	 	By:.	 




	 	Name:	 




	 	Title:	 




	 	Company:	 




	 	Phone:	 




  


cc:          Credit Suisse First Boston Mortgage Securities Corp.

Trustee


 






    	Exhibit M-4-3



    	 



    

  


EXHIBIT M-5



FORM OF NRSRO CERTIFICATION





 


[Date]



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: CSAIL 2015-C3 Mortgage Trust


  


	Re:		CSAIL 2015-C3 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 





In accordance with
the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Agreement”), entered into and executed
in connection with the above-referenced transaction, with respect to the certificates issued thereunder (the “Certificates”),
the undersigned hereby certifies as follows:


 





1.          (a)           The
undersigned is a Rating Agency; or


 


(b) The
undersigned is a nationally recognized statistical rating organization and either (x) 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


 


2.          The
undersigned either (a) has not accessed information pursuant to Rule 17g–5(a)(3) ten (10) or more times during the most recently
ended calendar year, or (b) has determined and maintained credit ratings for at least 10% of the issued securities and money market
instruments for which it accessed information pursuant to Rule 17g–5(a)(3)(iii) in the calendar year prior to the year covered
by the SEC Certification, if it accessed such information for 10 or more issued securities or money market instruments.


 


3.         The
undersigned agrees that each time it accesses the 17g-5 Information Provider’s Website, it is deemed to have recertified
that the representations herein contained remain true and correct.







 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    	Exhibit M-5-1



    	 



    







		 	 
	 	Very truly yours,
	 	 
	 	[NRSRO Name]




 


		By: 	 	 
	 	Name:
	 	Title:
	 	Phone:
	 	Email:




 


 






    	Exhibit M-5-2



    	 



    




ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with the [Depositor] 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 certificates (the “Certificates”) pursuant to the Pooling and Servicing Agreement,
dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), by and among Credit Suisse First Boston
Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank,
National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer and the assets underlying or referenced
by the Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers
and lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”)
through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement,
including the [section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after the
Closing Date (as defined in the Pooling and Servicing Agreement]. Information provided by each Furnishing Entity is labeled as
provided by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y) any of the terms,
conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status
thereof; provided, however, that the term Confidential Information shall not include information which:


 


was or becomes generally available to the
public (including through filing with the Securities and Exchange Commission or disclosure in an offering document) other than
as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation of this
Confidentiality Agreement;


 


was or is lawfully obtained by you from
a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you to be under no obligation
to maintain the information as confidential and (ii) provides it to you without any obligation to maintain the information as confidential;
or is independently developed by the NRSRO without reference to any Confidential Information.


 


Information
to Be Held in Confidence. You will use the Confidential Information solely for the purpose of determining or monitoring
a credit rating on the Certificates and, to the extent that any information used is derived from but does not reveal any Confidential
Information, for benchmarking, modeling or research purposes (the “Intended Purpose”).


 


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


 






    	Exhibit M-5-3



    	 



    

 


reasonable judgment of the NRSRO, need to know such Confidential Information in connection
with the Intended Purpose; provided, that, prior to disclosure of the Confidential Information to a NRSRO Representative,
the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that such NRSRO Representative will act in
accordance with this Confidentiality Agreement;


 


solely to the extent required
for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to the NRSRO’s password
protected website; and


 


use information derived from the
Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any Confidential Information.


 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory,
subpoena, civil investigatory demand, request for information or documents, deposition or similar process relating to any legal
proceeding, investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing
Entity with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential Information while
the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment
is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other
reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is being
disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be
required to take a position that such information should be entitled to receive such a protective order or reasonable assurance
as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply
with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If
a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of
this Confidentiality Agreement in writing, you agree to furnish 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.


 






    	Exhibit M-5-4



    	 



    

 


You acknowledge and agree that the Furnishing
Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this
Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly
agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief to prevent breaches of this
Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which
a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that no failure to or delay in exercising
any right, power or privilege hereunder shall preclude any other or further exercise of any right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement,
the relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this 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:


 


[_____________]


 






    	Exhibit M-5-5



    	 



    

 




EXHIBIT N

 


CUSTODIAN CERTIFICATION


 


[DATE]


 


[All Parties to Pooling and Servicing Agreement]

[Applicable Mortgage Loan Seller]

[Each Underwriter]


 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to CSAIL 2015-C3 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3



 


Ladies and Gentlemen:


 


In accordance with the provisions of Section
2.02(b) of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan, and
subject to the exceptions noted in the schedule of exceptions attached hereto, (i) all documents specified in clauses (1), (2),
(3), (4) (other than with respect to a Non-Serviced Mortgage Loan), (5), (7), (15) and (20) (for any Mortgage Loan that is part
of a Whole Loan) of the definition of “Mortgage File” are in its possession or the related Mortgage Loan Seller has
otherwise satisfied the delivery requirements in accordance with the related Loan Purchase Agreement; (ii) the recordation/filing
contemplated by Section 2.01(c) of the Pooling and Servicing Agreement has been completed (based solely on receipt by the undersigned
of the particular recorded/filed documents); (iii) all documents received by the undersigned or the Custodian with respect to such
Mortgage Loan have been reviewed by the undersigned or the Custodian on behalf of the undersigned and (A) appear regular on their
face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear
to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred
to in Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing Agreement and only as to the foregoing documents (together
with any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan Schedule”
accurately reflects the information set forth in the Mortgage File.


 


The undersigned makes no representations as
to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained in each Mortgage File
or any of the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness
or suitability of any such Mortgage Loan.


 


Capitalized words and phrases used herein
and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is subject in all respects to the terms of the Pooling and Servicing Agreement.


 






    	Exhibit N-1



    	 



    

 


	 	 	 
	 	Wells Fargo Bank, National Association, as Custodian
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 






    	Exhibit N-2



    	 



    

 


SCHEDULE OF EXCEPTIONS


 


[None]


  


EXHIBIT O


 


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 O, other than with respect to Item 1122(d)(2)(iii), references to Master Servicer below shall include any Sub-Servicer
engaged by a Master 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.	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.	
        Master Servicer

        Special Servicer


        Certificate Administrator

	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
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.1	
        Master Servicer

        Special Servicer

        Certificate



 


 



 

1 The servicing criteria in Item 1122(d)(1)(v) of Regulation AB shall be applicable on
and after November 23, 2015.


 






    	Exhibit N-3



    	 



    

 


	 	 	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.	
        Master Servicer

        Special Servicer


        Certificate Administrator

	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
	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.	Master Servicer

Special Servicer

Certificate Administrator
	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.	Master Servicer

Special Servicer

Certificate Administrator
	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Master Servicer

Special Servicer

Certificate Administrator
	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 	Master Servicer

Special Servicer

Certificate Administrator


 






    	Exhibit O-2



    	 



    

 


	 	the transaction agreements.	 
	 	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 Reporting 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.	Master Servicer

Special Servicer

Custodian
	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.	Master Servicer

Special Servicer

Certificate Administrator


 






    	Exhibit O-3



    	 



    

 


	1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master 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 Master Servicer’s records regarding the mortgage loans agree with the Master 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
	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 	Master Servicer


 






    	Exhibit O-4



    	 



    

 


	 	calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	
	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





 






    	Exhibit O-5



    	 



    

 


EXHIBIT P



SUPPLEMENTAL SERVICER SCHEDULE


 






    	Exhibit P-1



    	 



    

 







	Loan
    Number	  	Mortgage
    Loan Seller	  	Property
    Name	  	Borrower
    Name	  	General
    Property Type	  	Original
    Balance ($)	  	Origination
    Date	  	Original
    Amortization Term (Mos.)	  	Remaining
    Amortization Term (Mos.)	  	Carve-out
    Guarantor	  	Letter
    of Credit	  	Upfront
    RE Tax Reserve ($)	  	Ongoing
    RE Tax Reserve ($)
	1	  	UBSRES	  	Charles
    River Plaza North	  	DMP
    CR Plaza, LLC	  	Office	  	130,000,000	  	7/7/2015	  	315	  	315	  	Jonathan
    G. Davis; Paul R. Marcus	  	No	  	284,052	  	270,526
	2	  	Column	  	Starwood
    Capital Extended Stay Portfolio	  	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.	Hotel	  	105,000,000	  	6/11/2015	  	360	  	360	  	SOF-IX
    U.S. Holdings, L.P.	  	No	  	0	  	Springing
	2.01	  	Column	  	Crestwood
    Suites Denver - Aurora	  	  	  	Hotel	  	4,627,237	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.02	  	Column	  	Sun
    Suites New Orleans (Metairie)	  	  	  	Hotel	  	4,314,115	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.03	  	Column	  	Sun
    Suites New Orleans (Harvey)	  	  	  	Hotel	  	3,896,620	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.04	  	Column	  	Sun
    Suites Hobby (Clearlake)	  	  	  	Hotel	  	3,757,455	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.05	  	Column	  	Sun
    Suites Plano	  	  	  	Hotel	  	3,618,290	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.06	  	Column	  	Sun
    Suites Westchase	  	  	  	Hotel	  	3,583,499	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.07	  	Column	  	Crestwood
    Suites Marietta Roswell Road	  	  	  	Hotel	  	3,096,421	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.08	  	Column	  	Sun
    Suites Sugar Land (Stafford)	  	  	  	Hotel	  	2,922,465	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.09	  	Column	  	Sun
    Suites Raleigh	  	  	  	Hotel	  	2,783,300	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.10	  	Column	  	Sun
    Suites Intercontinental Greenspoint	  	  	  	Hotel	  	2,783,300	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.11	  	Column	  	Crestwood
    Suites Nashville Madison	  	  	  	Hotel	  	2,748,509	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.12	  	Column	  	Sun
    Suites Cumming	  	  	  	Hotel	  	2,748,509	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.13	  	Column	  	Crestwood
    Suites Murfreesboro	  	  	  	Hotel	  	2,574,553	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.14	  	Column	  	Sun
    Suites Smyrna	  	  	  	Hotel	  	2,470,179	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.15	  	Column	  	Sun
    Suites Dallas - Garland	  	  	  	Hotel	  	2,470,179	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.16	  	Column	  	Sun
    Suites DFW Airport - Lewisville	  	  	  	Hotel	  	2,470,179	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.17	  	Column	  	Sun
    Suites Charlotte - Matthews	  	  	  	Hotel	  	2,400,596	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.18	  	Column	  	Crestwood
    Suites Disney Orlando	  	  	  	Hotel	  	2,365,805	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.19	  	Column	  	Crestwood
    Suites Orlando UCF	  	  	  	Hotel	  	2,365,805	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.20	  	Column	  	Crestwood
    Suites Snellville	  	  	  	Hotel	  	2,331,014	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.21	  	Column	  	Sun
    Suites Suwanee	  	  	  	Hotel	  	2,296,223	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.22	  	Column	  	Home
    Towne Suites Kannapolis	  	  	  	Hotel	  	2,296,223	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.23	  	Column	  	Sun
    Suites Corpus Christi	  	  	  	Hotel	  	2,052,684	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.24	  	Column	  	Home
    Towne Suites Tuscaloosa	  	  	  	Hotel	  	2,052,684	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.25	  	Column	  	Sun
    Suites Jacksonville	  	  	  	Hotel	  	2,017,893	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.26	  	Column	  	Sun
    Suites Chesapeake	  	  	  	Hotel	  	2,017,893	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.27	  	Column	  	Crestwood
    Suites Fort Myers	  	  	  	Hotel	  	1,983,101	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.28	  	Column	  	Crestwood
    Suites Greensboro Airport	  	  	  	Hotel	  	1,983,101	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.29	  	Column	  	Crestwood
    Suites Austin	  	  	  	Hotel	  	1,913,519	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.30	  	Column	  	Sun
    Suites Gwinnett	  	  	  	Hotel	  	1,913,519	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.31	  	Column	  	Crestwood
    Suites Marietta - Town Center Mall	  	  	  	Hotel	  	1,843,936	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.32	  	Column	  	Crestwood
    Suites Baton Rouge	  	  	  	Hotel	  	1,774,354	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.33	  	Column	  	Home
    Towne Suites Columbus	  	  	  	Hotel	  	1,704,771	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.34	  	Column	  	Crestwood
    Suites NW Houston	  	  	  	Hotel	  	1,669,980	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.35	  	Column	  	Home
    Towne Suites Auburn	  	  	  	Hotel	  	1,669,980	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.36	  	Column	  	Sun
    Suites Stockbridge	  	  	  	Hotel	  	1,565,606	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.37	  	Column	  	Home
    Towne Suites Anderson	  	  	  	Hotel	  	1,461,233	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.38	  	Column	  	Crestwood
    Suites Colorado Springs	  	  	  	Hotel	  	1,426,441	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.39	  	Column	  	Home
    Towne Suites Prattville	  	  	  	Hotel	  	1,356,859	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.40	  	Column	  	Crestwood
    Suites High Point	  	  	  	Hotel	  	1,217,694	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.41	  	Column	  	Sun
    Suites Birmingham	  	  	  	Hotel	  	1,182,903	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.42	  	Column	  	Sun
    Suites Kennesaw Town Center	  	  	  	Hotel	  	1,182,903	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.43	  	Column	  	Sun
    Suites Greensboro	  	  	  	Hotel	  	1,148,111	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.44	  	Column	  	Home
    Towne Suites Greenville	  	  	  	Hotel	  	939,364	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.45	  	Column	  	Sun
    Suites Hattiesburg	  	  	  	Hotel	  	800,199	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.46	  	Column	  	Home
    Towne Suites Decatur	  	  	  	Hotel	  	730,616	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.47	  	Column	  	Home
    Towne Suites Bowling Green	  	  	  	Hotel	  	730,616	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.48	  	Column	  	Sun
    Suites Gulfport Airport	  	  	  	Hotel	  	626,243	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.49	  	Column	  	Crestwood
    Suites Newport News	  	  	  	Hotel	  	556,660	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.50	  	Column	  	Home
    Towne Suites Clarksville	  	  	  	Hotel	  	556,660	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	3	  	UBSRES	  	The
    Mall of New Hampshire	  	MNH
    Mall L.L.C.; Mayflower New Hampshire Best Buy, L.P.	  	Retail	  	100,000,000	  	6/25/2015	  	0	  	0	  	Mayflower
    Realty LLC	  	No	  	0	  	Springing
	4	  	Column	  	Westfield
    Wheaton 	  	Wheaton
    Plaza Regional Shopping Center LLC	  	Retail	  	97,000,000	  	2/3/2015	  	0	  	0	  	Westfield
    America, Inc., Westfield America Limited Partnership	  	No	  	0	  	Springing
	5	  	Column	  	Arizona
    Grand Resort & Spa	  	Arizona
    Grand Resort, LLC	  	Hotel	  	50,000,000	  	6/9/2015	  	360	  	360	  	Southwest
    Recourse III, LLC ; Grossman Company Properties, Inc.; Southwest Associates Investments, LLC	  	No	  	695,361	  	163,614
	6	  	Column	  	Soho-Tribeca
    Grand Hotel Portfolio	  	Soho
    Grand Hotel, Inc. & Tribeca Grand Hotel, Inc.	  	Hotel	  	50,000,000	  	11/4/2014	  	0	  	0	  	Hartz
    Financial Corp., Hartz Financial II Corp., Hartz Mountain Industries-NJ, L.L.C.	  	No	  	2,732,258	  	546,452
	6.01	  	Column	  	Soho
    Grand Hotel	  	  	  	Hotel	  	36,889,460	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	6.02	  	Column	  	Tribeca
    Grand Hotel	  	  	  	Hotel	  	13,110,540	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	7	  	Column	  	Westfield
    Trumbull 	  	Trumbull
    Shopping Center #2 LLC	  	Retail	  	41,162,162	  	2/3/2015	  	0	  	0	  	Westfield
    America, Inc., Westfield America Limited Partnership	  	No	  	0	  	Springing
	8	  	BNYM	  	Venue
    Emerald Coast	  	Henderson
    Beach Partners, LLC	  	Multifamily	  	30,000,000	  	5/29/2015	  	360	  	360	  	Ryan
    L. Hanks	  	No	  	148,860	  	29,772
	9	  	BNYM	  	16542
    & 16550 Ventura	  	Diamond
    Capital Group, LP	  	Office	  	27,500,000	  	7/15/2015	  	360	  	360	  	Albert
    Taban	  	No	  	106,962	  	25,531


 



    	  



    	  



    


 


	Loan
    Number	  	Mortgage
    Loan Seller	  	Property
    Name	  	Borrower
    Name	  	General
    Property Type	  	Original
    Balance ($)	  	Origination
    Date	  	Original
    Amortization Term (Mos.)	  	Remaining
    Amortization Term (Mos.)	  	Carve-out
    Guarantor	  	Letter
    of Credit	  	Upfront
    RE Tax Reserve ($)	  	Ongoing
    RE Tax Reserve ($)
	10	  	BSP	  	21
    Astor Place	  	21
    Astor Partners LLC; 21 Astor Partners II LLC; 21 Astor Partners III LLC	  	Retail	  	26,650,000	  	7/10/2015	  	0	  	0	  	Isaac
    A. Gindi; Edward Gindi	  	No	  	137,416	  	45,805
	11	  	Column	  	Hendry
    Multifamily Portfolio 	  	Summer
    Lake Villas LLC	  	Multifamily	  	26,000,000	  	6/16/2015	  	360	  	360	  	Adam
    Hendry	  	No	  	103,404	  	25,851
	11.01	  	Column	  	Summer
    Lake Villas	  	  	  	Multifamily	  	14,783,265	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	11.02	  	Column	  	Spinnaker
    Landing	  	  	  	Multifamily	  	7,525,620	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	11.03	  	Column	  	New
    River	  	  	  	Multifamily	  	3,691,115	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	12	  	The
    Bancorp Bank	  	Hampton
    Inn - Point Loma	  	Greenwood
    Holdings, LLC	  	Hotel	  	25,300,000	  	5/1/2015	  	360	  	357	  	Imad
    T. Mansour	  	No	  	0	  	24,950
	13	  	BNYM	  	Hilton
    Arden West	  	SAC
    Hospitality LLC	  	Hotel	  	23,700,000	  	6/16/2015	  	360	  	360	  	R-Roof
    Assets, LLC	  	No	  	86,014	  	28,671
	14	  	BSP	  	2500
    South Damen Avenue	  	Damen
    Freezer Owners, LLC; Damen Cold Storage Owners, LLC; Damen Warehouse Owners, LLC	  	Industrial	  	23,100,000	  	5/28/2015	  	360	  	360	  	 Arnold
    Gumowitz	  	No	  	0	  	Springing
	15	  	BNYM	  	FL
    OH Multifamily Portfolio	  	Sugartree
    Apartments, LLC; Empirian Sugartree II LLC; Willowood Apartments of Grove City, LLC; Willowood Apartments of Grove City, II,
    LLC; Sandpiper Apartments II, LLC; Parkway North Apartments, LLC; Dartmouth Place Apartments of Kent, LLC; Cardinal E.P.,
    LLC; Meldon Place Apartments of Toledo, LLC	  	Multifamily	  	21,040,000	  	3/3/2015	  	360	  	360	  	Arbor
    Realty SR, Inc.	  	No	  	109,998	  	28,569
	15.01	  	BNYM	  	Dartmouth
    Place	  	  	  	Multifamily	  	5,512,000	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	15.02	  	BNYM	  	Sugartree
    Apartments	  	  	  	Multifamily	  	4,472,000	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	15.03	  	BNYM	  	Meldon
    Place	  	  	  	Multifamily	  	3,712,000	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	15.04	  	BNYM	  	Willowood
    Apartments	  	  	  	Multifamily	  	2,848,000	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	15.05	  	BNYM	  	Parkway
    North Apartments	  	  	  	Multifamily	  	2,456,000	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	15.06	  	BNYM	  	Sandpiper
    Apartments	  	  	  	Multifamily	  	2,040,000	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	16	  	UBSRES	  	The
    Crescent Building	  	Privet
    Birmingham Crescent, LLC	  	Office	  	20,500,000	  	7/8/2015	  	360	  	360	  	Flinn
    Realty LLC; Privet Birmingham Crescent Holdings, LLC	  	No	  	252,640	  	29,377
	17	  	UBSRES	  	Holiday
    Inn Express - Mill Valley	  	GRM
    HIMV, LLC; Goodman HIMV, LLC; Terrapin Mill Valley Investments, LLC	  	Hotel	  	18,750,000	  	7/2/2015	  	360	  	359	  	Andre
    Ferrigno; Alison Goodwin; Anthony Jon Sherman; Anthony Jon Sherman and Rachel A. Sherman, as Trustees of the Sherman Family
    Trust, Dated April 22, 2003	  	No	  	83,770	  	18,211
	18	  	BNYM	  	7101
    Sunset Blvd	  	7101
    Sunset, LLC	  	Retail	  	18,500,000	  	7/1/2015	  	360	  	360	  	Daryoush
    Dayan	  	No	  	54,153	  	10,831
	19	  	BNYM	  	16260
    Ventura	  	Peppertree
    Capital, LP	  	Office	  	18,200,000	  	7/15/2015	  	360	  	360	  	David
    Taban	  	No	  	36,349	  	9,087
	20	  	BNYM	  	Syracuse
    Office Portfolio	  	250
    South Clinton LLC    	  	Office	  	18,075,000	  	7/14/2015	  	360	  	360	  	Sid
    Borenstein, Shimmie Horn	  	No	  	228,314	  	60,553
	20.01	  	BNYM	  	250
    Clinton	  	  	  	Office	  	14,137,500	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	20.02	  	BNYM	  	507
    Plum	  	  	  	Office	  	3,937,500	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	21	  	Column	  	Ranch
    at Guadalupe	  	Ranch
    on the River, LP	  	Multifamily	  	17,788,000	  	6/11/2015	  	360	  	360	  	Lahav
    Gabay	  	No	  	193,375	  	27,625
	22	  	UBSRES	  	WPC
    Department Store Portfolio	  	BT
    (Multi) LLC	  	Retail	  	17,170,000	  	6/26/2015	  	360	  	360	  	Corporate
    Property Associates 17 - Global Incorporated	  	No	  	0	  	Springing
	22.01	  	UBSRES	  	Boston
    Store - Brookfield Square Mall	  	  	  	Retail	  	4,086,268	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	22.02	  	UBSRES	  	Boston
    Store - Mayfair Mall	  	  	  	Retail	  	3,779,319	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	22.03	  	UBSRES	  	Boston
    Store - Southridge Mall	  	  	  	Retail	  	3,453,184	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	22.04	  	UBSRES	  	Younkers
    - Bay Park Square Mall	  	  	  	Retail	  	2,436,413	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	22.05	  	UBSRES	  	Carson
    Pirie Scott - Louis Joliet Mall	  	  	  	Retail	  	1,841,698	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	22.06	  	UBSRES	  	Herberger’s
    - West Acres Mall	  	  	  	Retail	  	1,573,117	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	23	  	UBSRES	  	FedEx
    Ground Shafter	  	Scannell
    Properties #183, LLC	  	Industrial	  	17,000,000	  	7/1/2015	  	360	  	359	  	Robert
    J. Scannell; Robert J. Scannell, as Trustee of the Robert J. Scannell Revocable Trust	  	No	  	0	  	Springing
	24	  	Column	  	Sterling
    & Milagro Apartments	  	2015
    Houston Sterling Point, LLC	  	Multifamily	  	17,000,000	  	4/17/2015	  	360	  	357	  	Rene
    O. Campos	  	No	  	242,668	  	60,667
	25	  	BSP	  	1315
    Lincoln Boulevard	  	1315
    Lincoln Owner LLC	  	Office	  	16,600,000	  	4/13/2015	  	0	  	0	  	Larry
    Botel	  	No	  	38,289	  	12,763
	26	  	UBSRES	  	Cape
    May Hotels	  	Congress
    Hall Limited Liability Company; Perry Street Associates, LLC	  	Hotel	  	16,000,000	  	7/17/2015	  	360	  	360	  	Curtis
    Bashaw; Craig Wood	  	No	  	120,937	  	21,596
	26.01	  	UBSRES	  	Congress
    Hall	  	  	  	Hotel	  	13,665,236	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	26.02	  	UBSRES	  	The
    Star	  	  	  	Hotel	  	2,334,764	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	27	  	Column	  	PG&E
    Building - Fresno	  	PGE
    Starpoint, LLC; PGE 1, LLC; PGE 2, LLC; PGE 3, LLC; PGE 4, LLC; PGE 5, LLC; PGE 6, LLC; PGE 7, LLC; PGE 8, LLC; PGE 9, LLC;
    PGE 10, LLC; PGE 11, LLC; PGE 12, LLC; PGE 13, LLC; PGE 14, LLC; PGE 15, LLC; PGE 16, LLC; PGE 17, LLC; PGE 18, LLC; PGE 19,
    LLC; PGE 20, LLC; PGE 21, LLC; PGE 26, LLC    	  	Office	  	14,300,000	  	7/15/2015	  	300	  	300	  	Dwyer
    New York Trust, Established July 17, 2001, Gery Grey, Perry Grey, Debra Rapaport, Steven C. Powell, Deborah L. Powell, Thomas
    L. Hubert, Frances C. Hubert, Jackmar Realty Corporation, LLC, Cynthia Johnston, Maria L. R. Chi, Juergen R. K. Muenster,
    Elfriede B. Muenster Revocable Trust dated May 10, 2002, James L. Fisk, Karen P. Dobney, Carl Ganter, James Demetro, Eva M.
    Demetro, John Pelochino, Donald R. Caddle, Suzanne C. Caddle, Dennis R. Lawrence Revocable Trust, Neil C. McFall, Wanda M.
    McFall, Sidney Cohen, Lynne Z. Cohen, Donald Hull, Annette Hull, Janice Kawamura, John R. Pelochino, Joseph Pelochino, Andrea
    Pelochino, Paul Daneshrad	No	  	0	  	Springing
	28	  	The
    Bancorp Bank	  	Dunwoody
    Exchange	  	RE
    Dunwoody Holdings #1, LLC	  	Multifamily	  	14,200,000	  	7/1/2015	  	360	  	360	  	Matthew
    C. Millman	  	No	  	63,333	  	15,833
	29	  	Column	  	4800
    Sugar Grove	  	4800
    Sugar Grove, LLC	  	Office	  	14,000,000	  	6/3/2015	  	360	  	359	  	Hari
    P. Agrawal	  	No	  	80,888	  	13,481
	30	  	UBSRES	  	Renaissance
    Casa De Palmas	  	Northwest
    of McAllen Limited Partnership	  	Hotel	  	13,500,000	  	7/7/2015	  	360	  	359	  	Richard
    E. Takach, Jr.; John S. Turner, Jr.	  	No	  	135,103	  	19,300
	31	  	UBSRES	  	Burleson
    Town Center	  	Jahco
    Burleson Town Center LLC	  	Retail	  	12,000,000	  	6/23/2015	  	300	  	299	  	John
    A. Henry & Co., Ltd.	  	No	  	212,757	  	27,994
	32	  	Column	  	HH-Laveen
    / Laveen Commons	  	HH-Laveen,
    LLC	  	Retail	  	11,850,000	  	6/5/2015	  	360	  	358	  	Christopher
    P. Hinkson; Shannon Hinkson; Christopher P. Hinkson and Shannon Hinkson as trustees of the Christopher and Shannon Hinkson
    Revocable Trust, under agreement dated January 12, 2009	  	No	  	23,097	  	11,548
	33	  	BSP	  	Colony
    Plaza	  	NG
    BIM Colony Plaza LLC	  	Retail	  	11,750,000	  	6/30/2015	  	360	  	359	  	Elchonon
    Schwartz; Simon Singer	  	No	  	116,169	  	12,908
	34	  	Column	  	Vicksburg
    Medical Office Building	  	GA
    HC REIT II Vicksburg MS MOB, LLC	  	Office	  	11,500,000	  	6/4/2015	  	360	  	360	  	Healthcare
    GA Operating Partnership-T, LP	  	No	  	0	  	Springing
	35	  	BSP	  	Millside
    Plaza	  	Millside
    Plaza LLC	  	Retail	  	11,100,000	  	5/15/2015	  	360	  	360	  	Reuven
    Rivlin	  	No	  	69,303	  	23,101
	36	  	Column	  	American
    Self Storage Portfolio	  	Self
    Storage LLC	  	Self
    Storage	  	11,000,000	  	6/10/2015	  	360	  	360	  	Larry
    C. Register	  	No	  	46,441	  	5,160
	36.01	  	Column	  	Odom
    Road	  	  	  	Self
    Storage	  	2,110,312	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	36.02	  	Column	  	Brannon
    Stand	  	  	  	Self
    Storage	  	2,004,796	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	36.03	  	Column	  	East	  	  	  	Self
    Storage	  	2,004,796	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	36.04	  	Column	  	West	  	  	  	Self
    Storage	  	1,688,249	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	36.05	  	Column	  	Enterprise	  	  	  	Self
    Storage	  	1,160,672	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	36.06	  	Column	  	Ozark	  	  	  	Self
    Storage	  	1,028,777	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	36.07	  	Column	  	North	  	  	  	Self
    Storage	  	1,002,398	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	37	  	Column	  	Alvarado
    Center	  	Alvarado
    Real Estate Investments LLC	  	Retail	  	11,000,000	  	5/20/2015	  	360	  	358	  	Kamyar
    Mateen	  	No	  	12,325	  	12,325
	38	  	Column	  	Brookwood
    Apartments	  	BMA
    Brookwood Apartments, LLC	  	Multifamily	  	10,695,000	  	5/27/2015	  	360	  	360	  	Brian
    Martin	  	No	  	56,537	  	9,423
	39	  	UBSRES	  	Wyndham
    Deerfield Beach Resort	  	Deerfield
    21 Corporation	  	Hotel	  	10,500,000	  	6/11/2015	  	0	  	0	  	David
    T. Chase	  	No	  	286,197	  	33,279
	40	  	BNYM	  	Staybridge
    Suites Brandywine	  	MDR
    Brinton Lake LLC; Brinton Lake Hotel Associates, LP	  	Hotel	  	10,500,000	  	6/3/2015	  	360	  	358	  	Stephen
    Field	  	No	  	170,018	  	17,421
	41	  	Column	  	Crescentwood
    Apartments	  	Sherwood
    Equity LLC	  	Multifamily	  	10,460,000	  	5/11/2015	  	360	  	358	  	Vernon
    Ward Barge III	  	No	  	52,482	  	10,496
	42	  	Column	  	Hunters
    Run	  	Pickerington
    Plaza Limited Partnership	  	Retail	  	9,750,000	  	4/10/2015	  	360	  	360	  	Gloria
    S. Haffer, as trustee of the Bernard R. Ruben irrevocable trust for issue u/a/d 12/7/1997	  	No	  	117,285	  	23,457
	43	  	UBSRES	  	Crossroads
    Shopping Center	  	Crossroads
    Shopping Center Investments, LLC	  	Retail	  	9,750,000	  	5/20/2015	  	360	  	358	  	Mark
    Vakili (a/k/a Morteza Vakili); Mitra Vakili; The Vakili Family Trust	  	No	  	164,737	  	19,502
	44	  	Column	  	Hyperion
    Apartments	  	Konark
    Limited Partnership	  	Multifamily	  	9,600,000	  	6/12/2015	  	360	  	359	  	Chowdary
    Yalamanchili	  	No	  	191,850	  	27,407




 


    	  



    	  



    

 


	Loan
    Number	  	Mortgage
    Loan Seller	  	Property
    Name	  	Borrower
    Name	  	General
    Property Type	  	Original
    Balance ($)	  	Origination
    Date	  	Original
    Amortization Term (Mos.)	  	Remaining
    Amortization Term (Mos.)	  	Carve-out
    Guarantor	  	Letter
    of Credit	  	Upfront
    RE Tax Reserve ($)	  	Ongoing
    RE Tax Reserve ($)
	45	  	Column	  	Varner
    Crossing	  	Varner
    NLS, LLC & Varner 203, LLC	  	Retail	  	9,500,000	  	7/10/2015	  	360	  	360	  	M&J
    Wilkow, LTD	  	No	  	40,941	  	3,722
	46	  	BSP	  	Platinum
    Multifamily Portfolio	  	Silverwood,
    L.L.C.; Hudson Apartments, LLC; Camellia Apartments, LLC	  	Multifamily	  	9,150,000	  	6/19/2015	  	360	  	359	  	Moshe
    Florans	  	No	  	26,310	  	6,486
	46.01	  	BSP	  	Camellia
    Apartments	  	  	  	Multifamily	  	3,335,938	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	46.02	  	BSP	  	Hudson
    Apartments	  	  	  	Multifamily	  	3,097,656	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	46.03	  	BSP	  	Silverwood
    Apartments	  	  	  	Multifamily	  	2,716,406	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	47	  	Column	  	Daytona
    Promenade	  	DPH
    Newco, LLC; NC Regency Newco, LLC; RB Daytona Newco, LLC; DPP Newco, LLC	  	Retail	  	9,000,000	  	6/15/2015	  	360	  	360	  	Andrew
    J. Cohen	  	No	  	92,478	  	11,560
	48	  	BNYM	  	2280
    Corporate Circle	  	2280
    Corporate Circle, LLC	  	Office	  	9,000,000	  	7/10/2015	  	336	  	336	  	American
    Nevada Holdings, LLC	  	No	  	22,088	  	8,319
	49	  	UBSRES	  	StorQuest
    Indio	  	83655
    Date SP, LLC; Milner-Indio SP, LLC; Porter-Indio SP, LLC	  	Self
    Storage	  	8,400,000	  	6/16/2015	  	360	  	360	  	William
    W. Hobin; Timothy B. Hobin; Clark W. Porter	  	No	  	86,433	  	10,050
	50	  	The
    Bancorp Bank	  	Plaza
    Las Brisas	  	Plaza
    Las Brisas, LLC	  	Retail	  	8,300,000	  	6/3/2015	  	360	  	358	  	Fred
    Grimes	  	No	  	19,320	  	9,660
	51	  	BSP	  	Haggen
    Grocery El Cajon	  	HEC
    - RNBT LLC	  	Retail	  	8,255,000	  	6/2/2015	  	360	  	360	  	HEC
    - RNBT LLC	  	No	  	0	  	Springing
	52	  	UBSRES	  	800
    Chester Pike	  	800
    Chester Pike Associates, LP	  	Industrial	  	8,100,000	  	7/17/2015	  	360	  	360	  	Mark
    B. Kennedy	  	No	  	4,718	  	Springing
	53	  	Column	  	Tara
    Hills Apartments	  	Tara
    Hills LLC	  	Multifamily	  	8,000,000	  	5/28/2015	  	360	  	360	  	Tom
    Intrator	  	No	  	42,223	  	8,445
	54	  	BSP	  	Country
    Inn & Suites Baltimore North	  	Baltimore
    North Hotel LLC	  	Hotel	  	8,000,000	  	7/9/2015	  	300	  	300	  	Vinay
    B. Patel	  	No	  	8,970	  	8,970
	55	  	The
    Bancorp Bank	  	Cliffbrook
    Condominiums	  	AHH
    Paradise LLC	  	Multifamily	  	7,875,000	  	7/1/2015	  	360	  	360	  	Avtar
    C. Verma & Satya P. Verma	  	No	  	49,050	  	8,175
	56	  	UBSRES	  	Monroe
    Town Center	  	Monroe
    Center Associates, L.L.C.	  	Retail	  	7,700,000	  	7/1/2015	  	360	  	359	  	Robert
    Levinson; Marc Levinson; The Robert Levinson Living Trust, Dated November 10, 2005	  	No	  	45,365	  	12,601
	57	  	BNYM	  	Storage
    Depot II (Scotts Valley Self Storage)	  	Mount
    Hermon Road Self Storage LLC	  	Self
    Storage	  	7,200,000	  	6/10/2015	  	360	  	359	  	John
    C. Lopuch; Lopuch Trust Dated August 9, 2000; Anthony R. Carr; Anthony R. Carr Revocable Trust of 1989	  	No	  	14,434	  	7,217
	58	  	BSP	  	Governor’s
    Place	  	Bloomfield
    Valley Properties, LLC	  	Office	  	7,000,000	  	7/10/2015	  	360	  	360	  	David
    Colman; Michael Colman; Tyler Ross; James C. Beachum; James C. Beachum Revocable Trust U/A/D October 2, 1986	  	No	  	0	  	12,953
	59	  	The
    Bancorp Bank	  	Walgreens
    - Waterford	  	Waterford
    20 LLC	  	Retail	  	6,600,000	  	5/15/2015	  	360	  	360	  	Ruth
    Jeanette Veprin	  	No	  	0	  	Springing
	60	  	The
    Bancorp Bank	  	Central
    Crossing	  	CCBP
    II LLC	  	Industrial	  	6,600,000	  	6/30/2015	  	360	  	359	  	Francis
    Greenburger	  	No	  	47,500	  	15,833
	61	  	UBSRES	  	Chapanoke
    Square	  	Chapanoke
    Square LLC	  	Retail	  	6,525,000	  	6/1/2015	  	360	  	360	  	Ben
    Werczberger	  	No	  	34,153	  	5,175
	62	  	UBSRES	  	Mentor
    Industrial Portfolio	  	EL
    Acquisition LLC; Orbis Acquisition, LLC	  	Industrial	  	6,200,000	  	7/6/2015	  	360	  	359	  	Kathy
    Jane Riseman; K. J. Risman Revocable Trust Dated November 3, 2001, As Amended	  	No	  	16,657	  	10,410
	62.01	  	UBSRES	  	Eye
    Lighting	  	  	  	Industrial	  	3,297,872	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	62.02	  	UBSRES	  	Orbis	  	  	  	Industrial	  	2,902,128	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	63	  	UBSRES	  	Bowling
    Green	  	WC-Stahelin,
    LLC	  	Industrial	  	6,100,000	  	5/22/2015	  	360	  	360	  	Michael
    A. Stahelin; Leland M. Stahelin	  	No	  	72,594	  	12,963
	64	  	The
    Bancorp Bank	  	Concord
    Villas	  	1935
    W Linden, LLC & 3738 Harrison Apts, LLC	  	Multifamily	  	6,000,000	  	6/10/2015	  	360	  	360	  	Peter
    D. Wetton	  	No	  	22,537	  	7,512
	65	  	The
    Bancorp Bank	  	PA
    Rite Aid Portfolio	  	NB
    Penn LLC	  	Retail	  	5,745,000	  	6/12/2015	  	360	  	359	  	Norman
    Berris	  	No	  	0	  	Springing
	65.01	  	The
    Bancorp Bank	  	Rite
    Aid - Irwin	  	  	  	Retail	  	2,872,500	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	65.02	  	The
    Bancorp Bank	  	Rite
    Aid - Pittsburgh	  	  	  	Retail	  	2,872,500	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	66	  	UBSRES	  	A
    Storage Place - La Sierra 	  	A
    Storage Place-La Sierra, LP	  	Self
    Storage	  	5,700,000	  	7/2/2015	  	0	  	0	  	Arthur
    Scott Flaming, individually and as trustee of The Flaming Family Trust Dated May 23, 2006	  	No	  	14,443	  	5,555
	67	  	BSP	  	Pottstown
    Pike Retail	  	Zukin
    Family Limited Partnership	  	Retail	  	5,600,000	  	7/1/2015	  	360	  	360	  	Stanford
    Zukin	  	No	  	15,513	  	5,171
	68	  	BNYM	  	Cornerstone
    Chase Apartments	  	Cornerstone-Meadows
    Limited Partnership	  	Multifamily	  	5,500,000	  	7/17/2015	  	360	  	360	  	Phillip
    D. Worthen	  	No	  	42,792	  	5,349
	69	  	BSP	  	Best
    Western Plus at The Falls	  	Hudson
    Valley Resort LLC; Green Hospitality LLC	  	Hotel	  	4,750,000	  	6/17/2015	  	300	  	299	  	 Bhavana
    Patel	  	No	  	47,852	  	6,836
	70	  	UBSRES	  	Long
    Meadow Farms	  	LMF
    Richmond, LLC; LMF Rambeau, LLC	  	Retail	  	4,387,500	  	6/15/2015	  	360	  	360	  	Michael
    O. Rambeau; Gene P. Peng	  	No	  	37,220	  	4,897
	71	  	Column	  	Tiki
    Tai and Maryland West MHC	  	Glendale
    Communities LP	  	Manufactured
    Housing	  	4,125,000	  	6/12/2015	  	360	  	360	  	Daniel
    C. Fischer	  	No	  	16,884	  	1,688
	72	  	UBSRES	  	Central
    Avenue Self Storage	  	Central
    Avenue Self Storage, L.P.	  	Self
    Storage	  	4,000,000	  	4/21/2015	  	0	  	0	  	Arthur
    L. Flaming, individually and as trustee of The Flaming Family Trust Dated October 8, 1997	  	No	  	7,276	  	4,548
	73	  	Column	  	Granada
    Village	  	NP
    Granada MHC Associates, LLC	  	Manufactured
    Housing	  	4,000,000	  	5/12/2015	  	360	  	358	  	Richard
    M. Nodel 	  	No	  	17,454	  	2,909
	74	  	Column	  	Santa
    Paula Self Storage	  	Santa
    Paula Self-Storage, L.P.	  	Self
    Storage	  	3,900,000	  	5/29/2015	  	360	  	358	  	Richard
    Ortale; William B. Kendall	  	No	  	21,424	  	4,285
	75	  	UBSRES	  	Renaissance
    Gardens	  	Shea
    Renaissance, LLC	  	Multifamily	  	3,700,000	  	5/22/2015	  	360	  	360	  	The
    Kennon Stuart Shea Legacy Trust for the benefit of Graham Thomas Shea and his descedants, 4-23-2012; The Kennon Stuart Shea
    Legacy Trust for the benefit of Anna Kathleen Shea and her descendants, 4-23-2012; The Kennon Stuart Shea Legacy Trust for
    the benefit of John Kennon Shea and his descendants, 4-23-2012	No	  	96,836	  	14,672
	76	  	Column	  	Jaffa
    Chattanooga Parks	  	JP
    Chattanooga I, LLC	  	Manufactured
    Housing	  	3,640,000	  	6/11/2015	  	360	  	360	  	Daniel
    Weissman; David Shlachter	  	No	  	84,400	  	8,440
	76.01	  	Column	  	Whispering
    Pines MHP	  	  	  	Manufactured
    Housing	  	2,058,000	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	76.02	  	Column	  	Acres
    of Shade MHP	  	  	  	Manufactured
    Housing	  	1,582,000	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	77	  	The
    Bancorp Bank	  	Atrium
    Professional Plaza	  	Eleven
    Ten, LLC	  	Office	  	3,550,000	  	7/8/2015	  	360	  	360	  	Roger
    C. Hobbs	  	No	  	25,703	  	3,672
	78	  	The
    Bancorp Bank	  	2143
    Winslow Drive	  	Avnet
    II LLC	  	Multifamily	  	3,400,000	  	4/14/2015	  	360	  	357	  	Yacov
    Trachtingot	  	No	  	2,500	  	2,500
	79	  	BSP	  	Harwood
    Commons Ground Lease	  	Chicago
    Title Land Trust Company, Not Personally But Solely As Trustee Under Trust Agreement Dated February 24, 1986 And Known As
    Trust No. 43515	  	Other	  	3,100,000	  	4/23/2015	  	360	  	360	  	Chicago
    Title Land Trust Company, Not Personally But Solely As Trustee Under Trust Agreement Dated February 24, 1986 And Known As
    Trust No. 43515	  	No	  	0	  	Springing
	80	  	The
    Bancorp Bank	  	American
    Self Storage	  	American
    Self Storage Of Hemet, LLC	  	Self
    Storage	  	2,990,000	  	7/10/2015	  	360	  	360	  	Dennis
    A. Peterson	  	No	  	35,081	  	3,508
	81	  	BNYM	  	Walgreens
    (Petersburg, VA)	  	EST
    Virginia LLC	  	Retail	  	2,900,000	  	7/1/2015	  	360	  	360	  	Erwin
    Sredni	  	No	  	0	  	Springing
	82	  	The
    Bancorp Bank	  	Chapel
    Hill Apartments	  	Chapel
    Hill Villas, LLC	  	Multifamily	  	2,800,000	  	6/17/2015	  	360	  	360	  	J.
    Patrick Gregoire & Paul Daze	  	No	  	39,833	  	3,983
	83	  	BSP	  	Centerpoint
    Retail	  	3900
    Centerpoint Parkway Investments, L.L.C.; 3800 Centerpoint Parkway Investments, L.L.C.; 800 Opdyke Investments, L.L.C.; 700
    Opdyke Investments, L.L.C.; 1600 Opdyke Associates, L.L.C.	  	Other	  	2,800,000	  	6/2/2015	  	360	  	358	  	Douglas
    Etkin	  	No	  	1,595	  	1,595
	83.01	  	BSP	  	Mi
    Zarape	  	  	  	Other	  	618,605	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	83.02	  	BSP	  	Papa
    Vino’s	  	  	  	Other	  	596,899	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	83.03	  	BSP	  	Wendy’s
    Tim Horton’s	  	  	  	Other	  	596,899	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	83.04	  	BSP	  	Arby’s	  	  	  	Other	  	499,225	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	83.05	  	BSP	  	Dunkin
    Donuts Baskin Robins	  	  	  	Other	  	488,372	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	84	  	UBSRES	  	A
    Storage Place - Barton Road	  	A
    Storage Place-Barton Road, LP	  	Self
    Storage	  	2,300,000	  	7/7/2015	  	0	  	0	  	Aurthur
    L. Flaming as individual and as trustee of The Flaming Family Trust Dated October 8, 1997	  	No	  	10,408	  	4,003
	85	  	UBSRES	  	CVS
    - Irmo	  	Portz
    Properties, LLC	  	Retail	  	2,030,000	  	4/30/2015	  	0	  	0	  	Stephen
    F. Portz; Jacklyn M. Portz	  	No	  	55,890	  	Springing
	86	  	Column	  	Cedar
    Bayou MHP	  	JP
    Baytown I, LLC	  	Manufactured
    Housing	  	2,000,000	  	6/9/2015	  	360	  	360	  	Daniel
    Weissman; David Shlachter	  	No	  	9,138	  	914
	87	  	Column	  	Shoppes
    at Hiram	  	Wendy
    Bagwell Venture, LLC	  	Retail	  	1,600,000	  	7/1/2015	  	360	  	359	  	F.
    William Hackmeyer; Jeffrey William Hackmeyer	  	No	  	16,245	  	1,805
	88	  	Column	  	The
    Legacy Plaza	  	Teal
    Holdings, LLC	  	Retail	  	1,400,000	  	4/10/2015	  	360	  	360	  	Steven
    Yari	  	No	  	2,545	  	2,546
	89	  	Column	  	Scenic
    Ridge	  	Scenic
    Ridge, LLC	  	Retail	  	1,400,000	  	6/30/2015	  	360	  	359	  	James
    S. Loup	  	No	  	0	  	2,961


 



    	  



    	  



    

 


	Loan
    Number	  	Mortgage
    Loan Seller	  	Property
    Name	  	Upfront
    Insurance Reserve ($)	  	Ongoing
    Insurance Reserve ($)	  	Upfront
    Engineering Reserve ($)	  	Upfront
    TI/LC Reserve ($)	  	Ongoing
    TI/LC Reserve ($)	  	TI/LC
    Caps ($)	  	Upfront
    Debt Service Reserve ($)	  	Ongoing
    Debt Service Reserve ($)	  	Upfront
    Deferred Maintenance Reserve ($)	  	Ongoing
    Deferred Maintenance Reserve ($)	  	Upfront
    Environmental Reserve ($)	  	Ongoing
    Environmental Reserve ($)	  	Upfront
    Other Reserve ($)
	1	  	UBSRES	  	Charles
    River Plaza North	  	16,531	  	Springing	  	0	  	0	  	Springing	  	  	  	0	  	0	  	0	  	Springing	  	0	  	0	  	0
	2	  	Column	  	Starwood
    Capital Extended Stay Portfolio	  	0	  	Springing	  	1,121,206	  	0	  	0	  	  	  	0	  	0	  	244,725	  	4%
    of gross income from operations for the calendar month which is 2 months prior to the applicable payment date	  	0	  	0	  	6,500,000
	2.01	  	Column	  	Crestwood
    Suites Denver - Aurora	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.02	  	Column	  	Sun
    Suites New Orleans (Metairie)	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.03	  	Column	  	Sun
    Suites New Orleans (Harvey)	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.04	  	Column	  	Sun
    Suites Hobby (Clearlake)	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.05	  	Column	  	Sun
    Suites Plano	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.06	  	Column	  	Sun
    Suites Westchase	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.07	  	Column	  	Crestwood
    Suites Marietta Roswell Road	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.08	  	Column	  	Sun
    Suites Sugar Land (Stafford)	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.09	  	Column	  	Sun
    Suites Raleigh	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.10	  	Column	  	Sun
    Suites Intercontinental Greenspoint	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.11	  	Column	  	Crestwood
    Suites Nashville Madison	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.12	  	Column	  	Sun
    Suites Cumming	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.13	  	Column	  	Crestwood
    Suites Murfreesboro	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.14	  	Column	  	Sun
    Suites Smyrna	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.15	  	Column	  	Sun
    Suites Dallas - Garland	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.16	  	Column	  	Sun
    Suites DFW Airport - Lewisville	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.17	  	Column	  	Sun
    Suites Charlotte - Matthews	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.18	  	Column	  	Crestwood
    Suites Disney Orlando	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.19	  	Column	  	Crestwood
    Suites Orlando UCF	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.20	  	Column	  	Crestwood
    Suites Snellville	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.21	  	Column	  	Sun
    Suites Suwanee	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.22	  	Column	  	Home
    Towne Suites Kannapolis	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.23	  	Column	  	Sun
    Suites Corpus Christi	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.24	  	Column	  	Home
    Towne Suites Tuscaloosa	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.25	  	Column	  	Sun
    Suites Jacksonville	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.26	  	Column	  	Sun
    Suites Chesapeake	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.27	  	Column	  	Crestwood
    Suites Fort Myers	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.28	  	Column	  	Crestwood
    Suites Greensboro Airport	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.29	  	Column	  	Crestwood
    Suites Austin	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.30	  	Column	  	Sun
    Suites Gwinnett	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.31	  	Column	  	Crestwood
    Suites Marietta - Town Center Mall	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.32	  	Column	  	Crestwood
    Suites Baton Rouge	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.33	  	Column	  	Home
    Towne Suites Columbus	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.34	  	Column	  	Crestwood
    Suites NW Houston	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.35	  	Column	  	Home
    Towne Suites Auburn	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.36	  	Column	  	Sun
    Suites Stockbridge	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.37	  	Column	  	Home
    Towne Suites Anderson	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.38	  	Column	  	Crestwood
    Suites Colorado Springs	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.39	  	Column	  	Home
    Towne Suites Prattville	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.40	  	Column	  	Crestwood
    Suites High Point	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.41	  	Column	  	Sun
    Suites Birmingham	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.42	  	Column	  	Sun
    Suites Kennesaw Town Center	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.43	  	Column	  	Sun
    Suites Greensboro	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.44	  	Column	  	Home
    Towne Suites Greenville	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.45	  	Column	  	Sun
    Suites Hattiesburg	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.46	  	Column	  	Home
    Towne Suites Decatur	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.47	  	Column	  	Home
    Towne Suites Bowling Green	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.48	  	Column	  	Sun
    Suites Gulfport Airport	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.49	  	Column	  	Crestwood
    Suites Newport News	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	2.50	  	Column	  	Home
    Towne Suites Clarksville	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	3	  	UBSRES	  	The
    Mall of New Hampshire	  	0	  	Springing	  	0	  	0	  	Springing	  	689,729	  	0	  	0	  	0	  	Springing	  	0	  	0	  	0
	4	  	Column	  	Westfield
    Wheaton 	  	0	  	Springing	  	0	  	0	  	Springing	  	1,392,492	  	0	  	0	  	0	  	Springing	  	0	  	0	  	0
	5	  	Column	  	Arizona
    Grand Resort & Spa	  	703,114	  	54,086	  	20,700	  	0	  	  	  	  	  	0	  	0	  	311,695	  	Greater
    of 4% of the gross income from operations for the calendar month which is 2 months prior to the payment date or amount required
    in the management agreement	  	0	  	0	  	597,267
	6	  	Column	  	Soho-Tribeca
    Grand Hotel Portfolio	  	0	  	Springing	  	225,068	  	0	  	0	  	  	  	0	  	0	  	0	  	4%
    of the total gross revenue for the calendar month that is 2 calendar month prior	  	0	  	0	  	1,500,000
	6.01	  	Column	  	Soho
    Grand Hotel	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	6.02	  	Column	  	Tribeca
    Grand Hotel	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	7	  	Column	  	Westfield
    Trumbull 	  	0	  	Springing	  	0	  	0	  	Springing	  	667,608	  	0	  	0	  	0	  	Springing	  	0	  	0	  	0
	8	  	BNYM	  	Venue
    Emerald Coast	  	0	  	Springing	  	0	  	0	  	0	  	  	  	0	  	0	  	3,883	  	3,883	  	0	  	0	  	0
	9	  	BNYM	  	16542
    & 16550 Ventura	  	0	  	Springing	  	10,750	  	11,919	  	11,919	  	429,099	  	0	  	0	  	2,217	  	2,217	  	0	  	0	  	68,112


 



    	  



    	  



    

 


	Loan
    Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Upfront
    Insurance Reserve ($)	 	Ongoing
    Insurance Reserve ($)	 	Upfront
    Engineering Reserve ($)	 	Upfront
    TI/LC Reserve ($)	 	Ongoing
    TI/LC Reserve ($)	 	TI/LC
    Caps ($)	 	Upfront
    Debt Service Reserve ($)	 	Ongoing
    Debt Service Reserve ($)	 	Upfront
    Deferred Maintenance Reserve ($)	 	Ongoing
    Deferred Maintenance Reserve ($)	 	Upfront
    Environmental Reserve ($)	 	Ongoing
    Environmental Reserve ($)	 	Upfront
    Other Reserve ($)
	10	 	BSP	 	21 Astor Place	 	2,319	 	464	 	0	 	0	 	0	 	 	 	0	 	0	 	0	 	139	 	0	 	0	 	7,392	 
	11	 	Column	 	Hendry
    Multifamily Portfolio 	 	192,264	 	21,363	 	103,557	 	0	 	0	 	 	 	0	 	0	 	8,818	 	8,818	 	0	 	0	 	0	 
	11.01	 	Column	 	Summer
    Lake Villas	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.02	 	Column	 	Spinnaker
    Landing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.03	 	Column	 	New
    River	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12	 	The
    Bancorp Bank	 	Hampton
    Inn - Point Loma	 	11,580	 	5,790	 	0	 	0	 	0	 	 	 	212,000	 	0	 	0	 	4%
    of rent for prior month	 	0	 	0	 	5,800,319	 
	13	 	BNYM	 	Hilton
    Arden West	 	0	 	Springing	 	0	 	0	 	0	 	 	 	0	 	0	 	0	 	Springing	 	0	 	0	 	3,750,000	 
	14	 	BSP	 	2500
    South Damen Avenue	 	0	 	Springing	 	0	 	0	 	0	 	 	 	0	 	0	 	0	 	1,068	 	0	 	0	 	0	 
	15	 	BNYM	 	FL
    OH Multifamily Portfolio	 	0	 	Springing	 	108,748	 	0	 	0	 	 	 	0	 	0	 	0	 	13,892	 	0	 	0	 	3,000	 
	15.01	 	BNYM	 	Dartmouth
    Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	BNYM	 	Sugartree
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	BNYM	 	Meldon
    Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	BNYM	 	Willowood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	 	BNYM	 	Parkway
    North Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	 	BNYM	 	Sandpiper
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	UBSRES	 	The
    Crescent Building	 	10,283	 	2,856	 	10,000	 	0	 	17,494	 	1,500,000	 	0	 	0	 	0	 	2,682	 	0	 	0	 	539,130	 
	17	 	UBSRES	 	Holiday
    Inn Express - Mill Valley	 	20,414	 	1,741	 	6,063	 	0	 	0	 	 	 	0	 	0	 	0	 	The
    greater of (a) an amount equal to 1/12 of 4% of Gross Income from Operations during the calendar year immediately preceding
    the calendar year in which such Monthly Payment Date occurs and (b) the aggregate amount, required to be reserved under the
    Management Agreement and the Franchise Agreement	 	0	 	0	 	584,750	 
	18	 	BNYM	 	7101
    Sunset Blvd	 	1,623	 	1,623	 	0	 	53,899	 	3,898	 	187,130	 	0	 	0	 	623	 	623	 	0	 	0	 	34,770	 
	19	 	BNYM	 	16260
    Ventura	 	0	 	Springing	 	26,750	 	8,836	 	8,836	 	272,640	 	0	 	0	 	1,289	 	1,289	 	0	 	0	 	58,926	 
	20	 	BNYM	 	Syracuse
    Office Portfolio	 	3,970	 	3,970	 	0	 	31,650	 	31,650	 	759,600	 	0	 	0	 	3,660	 	3,660	 	0	 	0	 	368,296	 
	20.01	 	BNYM	 	250
    Clinton	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.02	 	BNYM	 	507
    Plum	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	Column	 	Ranch
    at Guadalupe	 	23,380	 	3,897	 	0	 	0	 	0	 	 	 	0	 	0	 	3,067	 	3,067	 	0	 	0	 	0	 
	22	 	UBSRES	 	WPC
    Department Store Portfolio	 	0	 	Springing	 	512,738	 	0	 	Springing	 	 	 	0	 	0	 	0	 	Springing	 	0	 	0	 	0	 
	22.01	 	UBSRES	 	Boston
    Store - Brookfield Square Mall	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	UBSRES	 	Boston
    Store - Mayfair Mall	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.03	 	UBSRES	 	Boston
    Store - Southridge Mall	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.04	 	UBSRES	 	Younkers
    - Bay Park Square Mall	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.05	 	UBSRES	 	Carson
    Pirie Scott - Louis Joliet Mall	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.06	 	UBSRES	 	Herberger’s
    - West Acres Mall	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	UBSRES	 	FedEx
    Ground Shafter	 	0	 	Springing	 	0	 	0	 	0	 	 	 	0	 	0	 	0	 	1,751	 	0	 	0	 	100,000	 
	24	 	Column	 	Sterling
    & Milagro Apartments	 	102,991	 	34,330	 	1,354,850	 	0	 	0	 	 	 	0	 	0	 	0	 	19,650	 	0	 	0	 	0	 
	25	 	BSP	 	1315
    Lincoln Boulevard	 	4,211	 	702	 	0	 	0	 	4,177	 	 	 	0	 	0	 	0	 	490	 	0	 	0	 	451,774	 
	26	 	UBSRES	 	Cape
    May Hotels	 	0	 	Springing	 	8,250	 	0	 	0	 	 	 	0	 	0	 	0	 	From
    July through and including October of each year, the greater of (a) the sum of (i) an amount equal to 1/4 of 4% of the Room
    Revenue during the Shortfall Calculation Period immediately preceding such Monthly Payment Date occurs and (ii) $875 and (b)
    the aggregate amount, required to be reserved under the Management Agreement and the Franchise Agreement	 	0	 	0	 	810,000	 
	26.01	 	UBSRES	 	Congress
    Hall	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.02	 	UBSRES	 	The
    Star	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	Column	 	PG&E
    Building - Fresno	 	0	 	Springing	 	27,938	 	1,025,800	 	8,548	 	 	 	0	 	 	 	0	 	1,539	 	0	 	0	 	447,755	 
	28	 	The
    Bancorp Bank	 	Dunwoody
    Exchange	 	3,333	 	3,333	 	53,088	 	0	 	0	 	 	 	0	 	0	 	375,000	 	2,913	 	0	 	0	 	0	 
	29	 	Column	 	4800
    Sugar Grove	 	12,449	 	1,383	 	0	 	74,080	 	13,583	 	489,337
    (excluding Solacium Fulshear TILC Fund)	 	0	 	0	 	0	 	2,060	 	0	 	0	 	0	 
	30	 	UBSRES	 	Renaissance
    Casa De Palmas	 	161,127	 	Springing	 	7,813	 	0	 	0	 	 	 	0	 	0	 	0	 	Greater
    of (a) 1/12 of 1% (closing date - July 2016), 2% (August 2016-September 2017), 3% (October 2017-November 2018), 4% thereafter
    of Gross Income from Operations and (b) the aggregate amount required under the Management Agreement and the Franchise Agreement
    	 	0	 	0	 	2,838,873	 
	31	 	UBSRES	 	Burleson
    Town Center	 	33,888	 	2,921	 	0	 	0	 	7,629	 	400,000	 	0	 	0	 	0	 	1,760	 	0	 	0	 	0	 
	32	 	Column	 	HH-Laveen
    / Laveen Commons	 	1,946	 	1,946	 	0	 	8,948	 	8,948	 	229,900	 	0	 	0	 	1,276	 	1,276	 	0	 	0	 	193,451	 
	33	 	BSP	 	Colony
    Plaza	 	9,917	 	1,240	 	43,450	 	0	 	12,640	 	500,000	 	0	 	0	 	0	 	3,250	 	0	 	0	 	1,000,000	 
	34	 	Column	 	Vicksburg
    Medical Office Building	 	0	 	Springing	 	0	 	0	 	Springing	 	 	 	0	 	0	 	0	 	1,301	 	0	 	0	 	0	 
	35	 	BSP	 	Millside
    Plaza	 	4,219	 	2,110	 	0	 	300,000	 	5,495	 	 	 	0	 	0	 	0	 	970	 	0	 	0	 	0	 
	36	 	Column	 	American
    Self Storage Portfolio	 	45,169	 	3,764	 	0	 	0	 	0	 	 	 	0	 	0	 	0	 	Springing	 	0	 	0	 	0	 
	36.01	 	Column	 	Odom
    Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	Column	 	Brannon
    Stand	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.03	 	Column	 	East	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.04	 	Column	 	West	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.05	 	Column	 	Enterprise	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.06	 	Column	 	Ozark	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.07	 	Column	 	North	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	Column	 	Alvarado
    Center	 	5,446	 	454	 	12,500	 	0	 	0	 	 	 	0	 	0	 	0	 	570	 	0	 	0	 	0	 
	38	 	Column	 	Brookwood
    Apartments	 	13,911	 	3,478	 	83,785	 	0	 	0	 	 	 	0	 	0	 	7,227	 	7,227	 	0	 	0	 	0	 
	39	 	UBSRES	 	Wyndham
    Deerfield Beach Resort	 	276,354	 	23,824	 	147,500	 	0	 	0	 	 	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 
	40	 	BNYM	 	Staybridge
    Suites Brandywine	 	0	 	Springing	 	0	 	0	 	0	 	 	 	0	 	0	 	0	 	1/12
    of 4% of total revenue	 	0	 	0	 	550,000	 
	41	 	Column	 	Crescentwood
    Apartments	 	0	 	13,586	 	14,188	 	0	 	0	 	 	 	0	 	0	 	4,500	 	4,500	 	0	 	0	 	200,000	 
	42	 	Column	 	Hunters
    Run	 	15,846	 	1,321	 	0	 	350,000	 	7,333	 	500,000	 	0	 	0	 	0	 	1,108	 	0	 	0	 	0	 
	43	 	UBSRES	 	Crossroads
    Shopping Center	 	10,964	 	2,384	 	607,228	 	150,000	 	$8,333
    before Specified Tenant Trigger Event, $25,000 after	 	500,000	 	0	 	0	 	0	 	4,186	 	0	 	0	 	1,619,500	 
	44	 	Column	 	Hyperion
    Apartments	 	24,444	 	6,111	 	12,813	 	0	 	0	 	 	 	0	 	0	 	0	 	5,204	 	0	 	0	 	0	 



 



    	  



    	  



    

 


	Loan
    Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Upfront
    Insurance Reserve ($)	 	Ongoing
    Insurance Reserve ($)	 	Upfront
    Engineering Reserve ($)	 	Upfront
    TI/LC Reserve ($)	 	Ongoing
    TI/LC Reserve ($)	 	TI/LC
    Caps ($)	 	Upfront
    Debt Service Reserve ($)	 	Ongoing
    Debt Service Reserve ($)	 	Upfront
    Deferred Maintenance Reserve ($)	 	Ongoing
    Deferred Maintenance Reserve ($)	 	Upfront
    Environmental Reserve ($)	 	Ongoing
    Environmental Reserve ($)	 	Upfront
    Other Reserve ($)
	45	 	Column	 	Varner
    Crossing	 	4,721	 	944	 	0	 	0	 	1,644	 	 	 	0	 	 	 	0	 	329	 	0	 	0	 	0	 
	46	 	BSP	 	Platinum
    Multifamily Portfolio	 	45,506	 	9,101	 	55,531	 	0	 	0	 	 	 	0	 	0	 	0	 	6,757	 	0	 	0	 	0	 
	46.01	 	BSP	 	Camellia
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46.02	 	BSP	 	Hudson
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46.03	 	BSP	 	Silverwood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	47	 	Column	 	Daytona
    Promenade	 	2,362	 	7,763	 	48,438	 	6,665	 	6,665	 	375,000	 	0	 	0	 	2,813	 	2,813	 	0	 	0	 	500,000	 
	48	 	BNYM	 	2280
    Corporate Circle	 	0	 	Springing	 	0	 	6,129	 	6,129	 	 	 	0	 	0	 	1,324	 	1,324	 	0	 	0	 	0	 
	49	 	UBSRES	 	StorQuest
    Indio	 	0	 	Springing	 	154,465	 	0	 	0	 	 	 	0	 	0	 	0	 	1,203	 	0	 	0	 	0	 
	50	 	The
    Bancorp Bank	 	Plaza
    Las Brisas	 	0	 	1,137	 	13,750	 	0	 	2,701	 	Cap
    of $162,000 from and after the occurrence of 2019 Rollover Event	 	0	 	0	 	0	 	1,414	 	0	 	0	 	0	 
	51	 	BSP	 	Haggen
    Grocery El Cajon	 	0	 	Springing	 	8,100	 	0	 	0	 	 	 	0	 	0	 	0	 	Springing	 	0	 	0	 	0	 
	52	 	UBSRES	 	800
    Chester Pike	 	6,163	 	1,712	 	66,156	 	425,000	 	Springing	 	250,000	 	0	 	0	 	17,103	 	1,425	 	0	 	0	 	508,947	 
	53	 	Column	 	Tara
    Hills Apartments	 	3,306	 	3,306	 	185,723	 	0	 	0	 	 	 	0	 	0	 	1,000,000	 	4,618	 	0	 	0	 	0	 
	54	 	BSP	 	Country
    Inn & Suites Baltimore North	 	20,157	 	2,520	 	29,375	 	0	 	0	 	 	 	0	 	0	 	7,768	 	1/12
    of 4% of the greater of (i) gross revenues for the preceding calendar year, or (ii) the projected gross revenues for the current
    calendar year	 	0	 	0	 	55,563	 
	55	 	The
    Bancorp Bank	 	Cliffbrook
    Condominiums	 	31,083	 	3,454	 	49,188	 	0	 	0	 	 	 	0	 	0	 	0	 	3,171	 	0	 	0	 	0	 
	56	 	UBSRES	 	Monroe
    Town Center	 	17,291	 	1,372	 	0	 	0	 	3,358	 	137,000	 	0	 	0	 	0	 	403	 	0	 	0	 	0	 
	57	 	BNYM	 	Storage
    Depot II (Scotts Valley Self Storage)	675	 	Springing	 	0		0	 	0	 	 	 	0	 	0		0	 	934	 	0	 	0	 	16,000	 
	58	 	BSP	 	Governor’s
    Place	 	6,319	 	1,264	 	0	 	0	 	3,990	 	300,000	 	0	 	0	 	0	 	798	 	0	 	0	 	0	 
	59	 	The
    Bancorp Bank	 	Walgreens
    - Waterford	 	0	 	Springing	 	0	 	0	 	0	 	 	 	0	 	0	 	0	 	Springing	 	0	 	0	 	100,000	 
	60	 	The
    Bancorp Bank	 	Central
    Crossing	 	2,000	 	Springing	 	63,313	 	0	 	4,997	 	1,290,000	 	0	 	0	 	0	 	1,999	 	0	 	0	 	138,681	 
	61	 	UBSRES	 	Chapanoke
    Square	 	4,396	 	1,691	 	0	 	0	 	3,386	 	 	 	0	 	0	 	0	 	1,505	 	0	 	0	 	0	 
	62	 	UBSRES	 	Mentor
    Industrial Portfolio	 	0	 	Springing	 	258,724	 	0	 	4,344	 	260,625	 	0	 	0	 	0	 	1,738	 	0	 	0	 	0	 
	62.01	 	UBSRES	 	Eye
    Lighting	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	62.02	 	UBSRES	 	Orbis	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	63	 	UBSRES	 	Bowling
    Green	 	11,507	 	3,196	 	0	 	150,000	 	Springing	 	75,000	 	0	 	0	 	0	 	4,309	 	0	 	0	 	34,302	 
	64	 	The
    Bancorp Bank	 	Concord
    Villas	 	1,167	 	1,167	 	12,500	 	0	 	0	 	 	 	0	 	0	 	0	 	1,287	 	0	 	0	 	0	 
	65	 	The
    Bancorp Bank	 	PA
    Rite Aid Portfolio	 	0	 	Springing	 	14,813	 	65,448	 	Springing	 	65,448	 	0	 	0	 	0	 	Springing	 	0	 	0	 	0	 
	65.01	 	The
    Bancorp Bank	 	Rite
    Aid - Irwin	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	65.02	 	The
    Bancorp Bank	 	Rite
    Aid - Pittsburgh	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	66	 	UBSRES	 	A
    Storage Place - La Sierra 	 	0	 	Springing	 	0	 	0	 	0	 	 	 	0	 	0	 	0	 	Springing	 	0	 	0	 	0	 
	67	 	BSP	 	Pottstown
    Pike Retail	 	0	 	Springing	 	0	 	0	 	745	 	100,000	 	0	 	0	 	0	 	233	 	0	 	0	 	0	 
	68	 	BNYM	 	Cornerstone
    Chase Apartments	 	46,508	 	Springing	 	113,000	 	0	 	0	 	 	 	0	 	0	 	287,000	 	Springing	 	0	 	0	 	0	 
	69	 	BSP	 	Best
    Western Plus at The Falls	 	5,661	 	2,830	 	0	 	0	 	0	 	 	 	0	 	0	 	0	 	1/12
    of 4% of the greater of (i) gross revenues for the preceding calendar year, or (ii) the projected gross revenues for the current
    calendar year	 	0	 	0	 	0	 
	70	 	UBSRES	 	Long
    Meadow Farms	 	2,951	 	820	 	0	 	0	 	1,667	 	100,000	 	0	 	0	 	0	 	185	 	0	 	0	 	142,500	 
	71	 	Column	 	Tiki
    Tai and Maryland West MHC	 	1,211	 	605	 	10,661	 	0	 	0	 	 	 	0	 	0	 	0	 	467	 	0	 	0	 	0	 
	72	 	UBSRES	 	Central
    Avenue Self Storage	 	5,406	 	Springing	 	0	 	0	 	0	 	 	 	0	 	0	 	0	 	Springing	 	0	 	0	 	0	 
	73	 	Column	 	Granada
    Village	 	11,238	 	1,022	 	17,154	 	0	 	0	 	 	 	0	 	0	 	1,175	 	1,175	 	0	 	0	 	0	 
	74	 	Column	 	Santa
    Paula Self Storage	 	8,110	 	811	 	0	 	0	 	0	 	 	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 
	75	 	UBSRES	 	Renaissance
    Gardens	 	47,836	 	4,983	 	18,590	 	0	 	0	 	 	 	0	 	0	 	675,331	 	Springing	 	0	 	0	 	0	 
	76	 	Column	 	Jaffa
    Chattanooga Parks	 	4,467	 	1,117	 	17,500	 	0	 	0	 	 	 	0	 	0	 	838	 	838	 	0	 	0	 	0	 
	76.01	 	Column	 	Whispering
    Pines MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	76.02	 	Column	 	Acres
    of Shade MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	77	 	The
    Bancorp Bank	 	Atrium
    Professional Plaza	 	3,873	 	387	 	43,750	 	0	 	1,623	 	58,413	 	0	 	0	 	0	 	564	 	0	 	0	 	0	 
	78	 	The
    Bancorp Bank	 	2143
    Winslow Drive	 	8,250	 	8,250	 	93,031	 	0	 	0	 	 	 	0	 	0	 	0	 	4,875	 	0	 	0	 	0	 
	79	 	BSP	 	Harwood
    Commons Ground Lease	 	0	 	Springing	 	0	 	0	 	0	 	 	 	141,365	 	Springing	 	0	 	0	 	0	 	0	 	0	 
	80	 	The
    Bancorp Bank	 	American
    Self Storage	 	2,060	 	1,030	 	750	 	0	 	0	 	 	 	0	 	0	 	0	 	648	 	0	 	0	 	0	 
	81	 	BNYM	 	Walgreens
    (Petersburg, VA)	 	0	 	Springing	 	0	 	0	 	0	 	 	 	0	 	0	 	0	 	Springing	 	0	 	0	 	0	 
	82	 	The
    Bancorp Bank	 	Chapel
    Hill Apartments	 	833	 	833	 	0	 	0	 	0	 	 	 	0	 	0	 	0	 	300	 	0	 	0	 	0	 
	83	 	BSP	 	Centerpoint
    Retail	 	234	 	234	 	0	 	0	 	1,471	 	100,000	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 
	83.01	 	BSP	 	Mi
    Zarape	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	83.02	 	BSP	 	Papa
    Vino’s	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	83.03	 	BSP	 	Wendy’s
    Tim Horton’s	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	83.04	 	BSP	 	Arby’s	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	83.05	 	BSP	 	Dunkin
    Donuts Baskin Robins	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	84	 	UBSRES	 	A
    Storage Place - Barton Road	 	0	 	Springing	 	0	 	0	 	0	 	 	 	0	 	0	 	0	 	Springing	 	0	 	0	 	0	 
	85	 	UBSRES	 	CVS
    - Irmo	 	3,542	 	Springing	 	0	 	0	 	Springing	 	 	 	0	 	0	 	45,000	 	169	 	0	 	0	 	0	 
	86	 	Column	 	Cedar
    Bayou MHP	 	6,069	 	1,517	 	0	 	0	 	0	 	 	 	0	 	0	 	463	 	463	 	0	 	0	 	0	 
	87	 	Column	 	Shoppes
    at Hiram	 	0	 	269	 	0	 	0	 	998	 	47,880	 	0	 	0	 	0	 	158	 	0	 	0	 	0	 
	88	 	Column	 	The
    Legacy Plaza	 	936	 	104	 	0	 	50,000	 	Springing	 	 	 	0	 	0	 	0	 	Springing	 	0	 	0	 	0	 
	89	 	Column	 	Scenic
    Ridge	 	1,916	 	240	 	0	 	0	 	800	 	 	 	0	 	0	 	0	 	115	 	0	 	0	 	60,000	 


 



    	  



    	  



    

 


 


 


 


	Loan
    Number	  	Mortgage
    Loan Seller	  	Property
    Name	  	Ongoing
    Other Reserve ($)	  	Other
    Reserve Description	  	Grace
    Period- Default	  	Grace
    Period- Late Fee	  	Environmental
    Insurance 	  	Cash
    Management	  	Lockbox	  	 Units,
    Pads, Rooms, Sq Ft, Beds 	  	Unit
    Description	  	Monthly
    Debt Service ($) (1)	  	Interest
    Accrual Method	  	Administrative
    Fee Rate (%) (2)	  	Ground
    Lease Y/N	  	Overlapping
    Fee Interest?	  	Prepayment
    Provision (3)
	1	  	UBSRES	  	Charles
    River Plaza North	  	Springing	  	Major
    Tenant TI/LC Reserve Funds (Monthly Springing: Excess Cash Flow)	  	5
    times 3-day grace period	  	0	  	Phase
    I	  	Springing	  	Hard	  	354,594	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(24),
    Def(92), O(4)
	2	  	Column	  	Starwood
    Capital Extended Stay Portfolio	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	6,106	  	Rooms	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(25),
    Def or YM1(31), O(4)
	2.01	  	Column	  	Crestwood
    Suites Denver - Aurora	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	148	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.02	  	Column	  	Sun
    Suites New Orleans (Metairie)	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	132	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.03	  	Column	  	Sun
    Suites New Orleans (Harvey)	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	126	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.04	  	Column	  	Sun
    Suites Hobby (Clearlake)	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	135	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.05	  	Column	  	Sun
    Suites Plano	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	135	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.06	  	Column	  	Sun
    Suites Westchase	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	127	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.07	  	Column	  	Crestwood
    Suites Marietta Roswell Road	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	125	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.08	  	Column	  	Sun
    Suites Sugar Land (Stafford)	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	146	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.09	  	Column	  	Sun
    Suites Raleigh	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	137	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.10	  	Column	  	Sun
    Suites Intercontinental Greenspoint	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	135	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.11	  	Column	  	Crestwood
    Suites Nashville Madison	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	137	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.12	  	Column	  	Sun
    Suites Cumming	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	127	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.13	  	Column	  	Crestwood
    Suites Murfreesboro	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	136	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.14	  	Column	  	Sun
    Suites Smyrna	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	125	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.15	  	Column	  	Sun
    Suites Dallas - Garland	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	135	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.16	  	Column	  	Sun
    Suites DFW Airport - Lewisville	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	135	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.17	  	Column	  	Sun
    Suites Charlotte - Matthews	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	140	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.18	  	Column	  	Crestwood
    Suites Disney Orlando	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	144	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.19	  	Column	  	Crestwood
    Suites Orlando UCF	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	134	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.20	  	Column	  	Crestwood
    Suites Snellville	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	130	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.21	  	Column	  	Sun
    Suites Suwanee	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	127	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.22	  	Column	  	Home
    Towne Suites Kannapolis	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	80	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.23	  	Column	  	Sun
    Suites Corpus Christi	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	135	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.24	  	Column	  	Home
    Towne Suites Tuscaloosa	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	124	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.25	  	Column	  	Sun
    Suites Jacksonville	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	135	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.26	  	Column	  	Sun
    Suites Chesapeake	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	135	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.27	  	Column	  	Crestwood
    Suites Fort Myers	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	137	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.28	  	Column	  	Crestwood
    Suites Greensboro Airport	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	137	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.29	  	Column	  	Crestwood
    Suites Austin	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	151	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.30	  	Column	  	Sun
    Suites Gwinnett	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	102	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.31	  	Column	  	Crestwood
    Suites Marietta - Town Center Mall	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	133	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.32	  	Column	  	Crestwood
    Suites Baton Rouge	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	137	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.33	  	Column	  	Home
    Towne Suites Columbus	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	78	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.34	  	Column	  	Crestwood
    Suites NW Houston	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	146	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.35	  	Column	  	Home
    Towne Suites Auburn	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	64	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.36	  	Column	  	Sun
    Suites Stockbridge	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	126	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.37	  	Column	  	Home
    Towne Suites Anderson	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	80	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.38	  	Column	  	Crestwood
    Suites Colorado Springs	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	147	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.39	  	Column	  	Home
    Towne Suites Prattville	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	64	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.40	  	Column	  	Crestwood
    Suites High Point	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	137	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.41	  	Column	  	Sun
    Suites Birmingham	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	135	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.42	  	Column	  	Sun
    Suites Kennesaw Town Center	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	105	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.43	  	Column	  	Sun
    Suites Greensboro	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	133	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.44	  	Column	  	Home
    Towne Suites Greenville	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	70	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.45	  	Column	  	Sun
    Suites Hattiesburg	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	116	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.46	  	Column	  	Home
    Towne Suites Decatur	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	70	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.47	  	Column	  	Home
    Towne Suites Bowling Green	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	106	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.48	  	Column	  	Sun
    Suites Gulfport Airport	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	128	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.49	  	Column	  	Crestwood
    Suites Newport News	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	109	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	2.50	  	Column	  	Home
    Towne Suites Clarksville	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	70	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	3	  	UBSRES	  	The
    Mall of New Hampshire	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	405,723	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	Yes	  	No	  	L(25),
    Def(88), O(7)
	4	  	Column	  	Westfield
    Wheaton 	  	0.0%	  	  	  	5	  	5	  	Phase
    I	  	Springing	  	Hard	  	1,649,363	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(29),
    Def or YM1(84), O(7)
	5	  	Column	  	Arizona
    Grand Resort & Spa	  	Springing	  	After
    Seasonality Deposit Trigger, on each payment date occurring in January to June, Borrower shall pay monthly seasonality deposit,
    from and after the seasonality deposit trigger, all seasonality excess cash shall be deposit into the seasonality reserve
    account.	  	0	  	0	  	Phase
    I	  	In
    Place	  	Hard	  	744	  	Rooms	  	0	  	Actual/360	  	0.0103%	  	Yes	  	No	  	L(25),
    Def(90), O(5)
	6	  	Column	  	Soho-Tribeca
    Grand Hotel Portfolio	  	Springing	  	Seasonality
    Reserve - September and October  $600,000 monthly, November and December $300,000 monthly	  	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	554	  	Rooms	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(33),
    Def(83), O(4) 
	6.01	  	Column	  	Soho
    Grand Hotel	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	353	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	6.02	  	Column	  	Tribeca
    Grand Hotel	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	201	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	7	  	Column	  	Westfield
    Trumbull 	  	0.0%	  	  	  	5	  	5	  	Phase
    I	  	Springing	  	Hard	  	1,130,472	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(29),
    Def or YM1(84), O(7)
	8	  	BNYM	  	Venue
    Emerald Coast	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Springing	  	233	  	Units	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(26),
    Def(90), O(4)
	9	  	BNYM	  	16542
    & 16550 Ventura	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Springing	  	95,355	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(24),
    YM1(92), O(4)


 


    	  



    	  



    





 


	Loan
    Number	  	Mortgage
    Loan Seller	  	Property
    Name	  	Ongoing
    Other Reserve ($)	  	Other
    Reserve Description	  	Grace
    Period- Default	  	Grace
    Period- Late Fee	  	Environmental
    Insurance 	  	Cash
    Management	  	Lockbox	  	 Units,
    Pads, Rooms, Sq Ft, Beds 	  	Unit
    Description	  	Monthly
    Debt Service ($) (1)	  	Interest
    Accrual Method	  	Administrative
    Fee Rate (%) (2)	  	Ground
    Lease Y/N	  	Overlapping
    Fee Interest?	  	Prepayment
    Provision (3)
	10	 	BSP	  	21
    Astor Place	  	Springing	  	Major
    Tenant Reserve: Borrower shall deposit $1,500,000 in cash or LoC for each tenant during a Major Tenant Termination Event Condominium
    Funds: (i) during a Condominium Account Deposit Period, borrower shall make monthly deposits in an amount sufficient to pay
    the Condominium Common Charges payable for the next ensuing month (ii) at any other time if lender determines funds in account
    are insufficient, borrower will deposit funds to cover the deficiency	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	11,121	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(24),
    YM1(89), O(7)
	11	  	Column	  	Hendry
    Multifamily Portfolio 	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Springing	  	325	  	Units	  	0	  	Actual/360	  	0.0153%	  	  	  	No	  	L(25),
    Def(91), O(4)
	11.01	  	Column	  	Summer
    Lake Villas	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	144	  	Units	  	  	  	  	  	  	  	  	  	  	  	  
	11.02	  	Column	  	Spinnaker
    Landing	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	123	  	Units	  	  	  	  	  	  	  	  	  	  	  	  
	11.03	  	Column	  	New
    River	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	58	  	Units	  	  	  	  	  	  	  	  	  	  	  	  
	12	  	The
    Bancorp Bank	  	Hampton
    Inn - Point Loma	  	Springing
    	  	Seasonality
    Reserve: $102,150 for payments occurring in July and August	  	0	  	0	  	Phase
    I	  	Springing	  	Springing	  	207	  	Rooms	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(27),
    Def(89), O(4)
	13	  	BNYM	  	Hilton
    Arden West	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Springing	  	335	  	Rooms	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(25),
    Def(31), O(4)
	14	  	BSP	  	2500
    South Damen Avenue	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	128,200	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(26),
    Def(90), O(4)
	15	  	BNYM	  	FL
    OH Multifamily Portfolio	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Soft	  	543	  	Units	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(29),
    Def(87), O(4)
	15.01	  	BNYM	  	Dartmouth
    Place	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	102	  	Units	  	  	  	  	  	  	  	  	  	  	  	  
	15.02	  	BNYM	  	Sugartree
    Apartments	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	120	  	Units	  	  	  	  	  	  	  	  	  	  	  	  
	15.03	  	BNYM	  	Meldon
    Place	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	127	  	Units	  	  	  	  	  	  	  	  	  	  	  	  
	15.04	  	BNYM	  	Willowood
    Apartments	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	72	  	Units	  	  	  	  	  	  	  	  	  	  	  	  
	15.05	  	BNYM	  	Parkway
    North Apartments	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	56	  	Units	  	  	  	  	  	  	  	  	  	  	  	  
	15.06	  	BNYM	  	Sandpiper
    Apartments	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	66	  	Units	  	  	  	  	  	  	  	  	  	  	  	  
	16	  	UBSRES	  	The
    Crescent Building	  	Springing	  	Specified
    Tenant Rollover Funds (Monthly Springing: Excess Cash Flow)	  	0	  	0	  	Phase
    I	  	In
    Place	  	Hard	  	139,948	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(25),
    Def(91), O(4)
	17	  	UBSRES	  	Holiday
    Inn Express - Mill Valley	  	Springing	  	Future
    PIP Reserve (Monthly Springing: Excess Cash Flow); Seasonality Reserve Funds (Monthly Springing: Excess Cash Flow)	  	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	100	  	Rooms	  	0	  	Actual/360	  	0.0678%	  	  	  	No	  	L(25),
    Def(91), O(4)
	18	  	BNYM	  	7101
    Sunset Blvd	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Springing	  	37,426	  	Square
    Feet	  	0	  	Actual/360	  	0.0478%	  	  	  	No	  	L(25),
    Def(90), O(5)
	19	  	BNYM	  	16260
    Ventura	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Springing	  	60,587	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(24),
    YM1(92), O(4)
	20	  	BNYM	  	Syracuse
    Office Portfolio	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	253,200	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(24),
    Def(92), O(4)
	20.01	  	BNYM	  	250
    Clinton	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	182,697	  	Square
    Feet	  	  	  	  	  	  	  	  	  	  	  	  
	20.02	  	BNYM	  	507
    Plum	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	70,503	  	Square
    Feet	  	  	  	  	  	  	  	  	  	  	  	  
	21	  	Column	  	Ranch
    at Guadalupe	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Soft	  	184	  	Units	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(25),
    Def(91), O(4)
	22	  	UBSRES	  	WPC
    Department Store Portfolio	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Springing	  	1,002,731	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(25),
    Def(88), O(7)
	22.01	  	UBSRES	  	Boston
    Store - Brookfield Square Mall	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	211,253	  	Square
    Feet	  	  	  	  	  	  	  	  	  	  	  	  
	22.02	  	UBSRES	  	Boston
    Store - Mayfair Mall	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	206,681	  	Square
    Feet	  	  	  	  	  	  	  	  	  	  	  	  
	22.03	  	UBSRES	  	Boston
    Store - Southridge Mall	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	217,434	  	Square
    Feet	  	  	  	  	  	  	  	  	  	  	  	  
	22.04	  	UBSRES	  	Younkers
    - Bay Park Square Mall	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	132,195	  	Square
    Feet	  	  	  	  	  	  	  	  	  	  	  	  
	22.05	  	UBSRES	  	Carson
    Pirie Scott - Louis Joliet Mall	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	126,365	  	Square
    Feet	  	  	  	  	  	  	  	  	  	  	  	  
	22.06	  	UBSRES	  	Herberger’s
    - West Acres Mall	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	108,803	  	Square
    Feet	  	  	  	  	  	  	  	  	  	  	  	  
	23	  	UBSRES	  	FedEx
    Ground Shafter	  	Springing	  	Major
    Tenant TI/LC Reserve Funds (Monthly Springing: Excess Cash Flow)	  	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	210,115	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(25),
    Def(91), O(4)
	24	  	Column	  	Sterling
    & Milagro Apartments	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Springing	  	1,179	  	Units	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(27),
    Def(86), O(7)
	25	  	BSP	  	1315
    Lincoln Boulevard	  	Springing	  	Lease
    Sweep Reserve: Monthly deposit of excess cash flow upon the occurrence and continuance of a Cash Sweep Period that exists
    solely due to the continuance of a Specified Tenant Sweep Period 	  	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	23,533	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(27),
    Def(29), O(4)
	26	  	UBSRES	  	Cape
    May Hotels	  	Springing	  	Seasonality
    Reserve (July, August, September, October each year commencing with and including 2016: 25% of Required Seasonality Reserve
    Amount); PIP Reserve Funds (Excess Cash Flow); Gift Certificates Reserve Funds (Monthly Gift Certificates Deposit Amount);
    Advance Deposits Funds (Monthly Advance Deposit Amount)	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	129	  	Rooms	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(24),
    Def(92), O(4)
	26.01	  	UBSRES	  	Congress
    Hall	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	108	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	26.02	  	UBSRES	  	The
    Star	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	21	  	Rooms	  	  	  	  	  	  	  	  	  	  	  	  
	27	  	Column	  	PG&E
    Building - Fresno	  	Springing	  	Lease
    Sweep Reserve: (Springing Monthly: Excess Cash Flow)	  	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	102,580	  	Square
    Feet	  	  	  	Actual/360	  	0.0103%	  	  	  	No	  	L(24),
    Def(92), O(4)
	28	  	The
    Bancorp Bank	  	Dunwoody
    Exchange	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Springing	  	233	  	Units	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(25),
    Def(91), O(4)
	29	  	Column	  	4800
    Sugar Grove	  	Springing	  	Lease
    termination payment reserve springing upon receipt of a lease termination payment	  	0	  	0	  	Phase
    I	  	Springing	  	Soft	  	123,570	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(25),
    YM1(91), O(4)
	30	  	UBSRES	  	Renaissance
    Casa De Palmas	  	Springing	  	PIP
    Funds (Monthly Springing: Excess Cash Flow)	  	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	165	  	Rooms	  	0	  	Actual/360	  	0.0103%	  	Yes	  	No	  	L(24),
    YM1(89), O(7)
	31	  	UBSRES	  	Burleson
    Town Center	  	Springing	  	Major
    Tenant Rollover Funds (Monthly Springing: Excess Cash Flow)	  	0	  	0	  	Phase
    I	  	Springing	  	Springing	  	140,861	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(25),
    Def(88), O(7)
	32	  	Column	  	HH-Laveen
    / Laveen Commons	  	Springing	  	starting
    on the payment date of 1/2019, $20,000 per month reserve in anticipation of Big Lots tenant lease maturity till achieve $480,000.  	  	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	102,079	  	Square
    Feet	  	0	  	Actual/360	  	0.0203%	  	  	  	No	  	L(26),
    Def(90), O(4)
	33	  	BSP	  	Colony
    Plaza	  	Springing	  	Lease
    Sweep Reserve: Monthly deposit of excess cash flow upon the occurrence and continuance of a Cash Sweep Period that exists
    solely due to the continuance of a Specified Tenant Sweep Period 	  	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	216,693	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(25),
    Def(91), O(4)
	34	  	Column	  	Vicksburg
    Medical Office Building	  	124900.0%	  	Ground
    Lease Payment Reserve	  	0	  	0	  	Phase
    I	  	In
    Place	  	Hard	  	62,436	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	Yes	  	No	  	L(26),
    Def(87), O(7)
	35	  	BSP	  	Millside
    Plaza	  	Springing	  	Lease
    Sweep Reserve: Monthly deposit of excess cash flow upon the occurrence and continuance of a Cash Sweep Period that exists
    solely due to the continuance of a Specified Tenant Sweep Period 	  	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	77,583	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(26),
    Def(90), O(4)
	36	  	Column	  	American
    Self Storage Portfolio	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Springing	  	2,137	  	Units	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(25),
    Def(91), O(4)
	36.01	  	Column	  	Odom
    Road	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	378	  	Units	  	  	  	  	  	  	  	  	  	  	  	  
	36.02	  	Column	  	Brannon
    Stand	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	359	  	Units	  	  	  	  	  	  	  	  	  	  	  	  
	36.03	  	Column	  	East	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	387	  	Units	  	  	  	  	  	  	  	  	  	  	  	  
	36.04	  	Column	  	West	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	330	  	Units	  	  	  	  	  	  	  	  	  	  	  	  
	36.05	  	Column	  	Enterprise	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	226	  	Units	  	  	  	  	  	  	  	  	  	  	  	  
	36.06	  	Column	  	Ozark	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	238	  	Units	  	  	  	  	  	  	  	  	  	  	  	  
	36.07	  	Column	  	North	  	  	  	  	  	  	  	  	  	Phase
    I	  	  	  	  	  	219	  	Units	  	  	  	  	  	  	  	  	  	  	  	  
	37	  	Column	  	Alvarado
    Center	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Soft	  	34,179	  	Square
    Feet	  	0	  	Actual/360	  	0.0503%	  	  	  	No	  	L(26),
    Def(91), O(3)
	38	  	Column	  	Brookwood
    Apartments	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Springing	  	298	  	Units	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(26),
    Def(87), O(7)
	39	  	UBSRES	  	Wyndham
    Deerfield Beach Resort	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Springing	  	172	  	Rooms	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(26),
    Def(87), O(7)
	40	  	BNYM	  	Staybridge
    Suites Brandywine	  	Springing	  	PIP
    Reserve (Monthly: 1/12 of 3% of Total Revenue until PIP completion evidence is received by the Lender)	  	0	  	0	  	Phase
    I	  	Springing	  	Springing	  	110	  	Rooms	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(26),
    Def(90), O(4)
	41	  	Column	  	Crescentwood
    Apartments	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	216	  	Units	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(26),
    Def(90), O(4)
	42	  	Column	  	Hunters
    Run	  	Springing	  	Lease
    termination payment reserve springing upon receipt of a lease termination payment	  	10	  	0	  	Phase
    I	  	Springing	  	Springing	  	88,646	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(27),
    Def(90), O(3)
	43	  	UBSRES	  	Crossroads
    Shopping Center	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Hard	  	201,343	  	Square
    Feet	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(26),
    Def(90), O(4)
	44	  	Column	  	Hyperion
    Apartments	  	0.0%	  	  	  	0	  	0	  	Phase
    I	  	Springing	  	Soft	  	243	  	Units	  	0	  	Actual/360	  	0.0103%	  	  	  	No	  	L(25),
    Def(91), O(4)


 



    	  



    	  



    

 


	Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Ongoing Other Reserve ($)	 	Other Reserve Description	 	Grace Period- Default	 	Grace Period- Late Fee	 	Environmental Insurance 	 	Cash Management	 	Lockbox	 	 Units, Pads, Rooms, Sq Ft, Beds 	 	Unit Description	 	Monthly Debt Service ($) (1)	 	Interest Accrual Method	 	Administrative Fee Rate (%) (2)	 	Ground Lease Y/N	 	Overlapping Fee Interest?	 	Prepayment Provision (3)
	45	 	Column	 	Varner Crossing	 	Springing	 	Lease Sweep Reserve: (Springing Monthly: Excess Cash Flow)	 	0	 	0	 	Phase I	 	Springing	 	Hard	 	80,466	 	Square Feet	 	 	 	Actual/360	 	0.0578%	 	 	 	No	 	L(24), Def(92), O(4)
	46	 	BSP	 	Platinum Multifamily Portfolio	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	308	 	Units	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(25), Def(91), O(4)
	46.01	 	BSP	 	Camellia Apartments	 	 	 	 	 	 	 	 	 	Phase I	 	 	 	 	 	100	 	Units	 	 	 	 	 	 	 	 	 	 	 	 
	46.02	 	BSP	 	Hudson Apartments	 	 	 	 	 	 	 	 	 	Phase I	 	 	 	 	 	132	 	Units	 	 	 	 	 	 	 	 	 	 	 	 
	46.03	 	BSP	 	Silverwood Apartments	 	 	 	 	 	 	 	 	 	Phase I	 	 	 	 	 	76	 	Units	 	 	 	 	 	 	 	 	 	 	 	 
	47	 	Column	 	Daytona Promenade	 	Springing	 	Lease Sweep Period (Monthly: Excess Cash Flow)	 	0	 	0	 	Phase I	 	Springing	 	Hard	 	145,417	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(25), Def(90), O(5)
	48	 	BNYM	 	2280 Corporate Circle	 	Springing	 	Lease Sweep Reserve	 	0	 	0	 	Phase I	 	In Place	 	Hard	 	63,959	 	Square Feet	 	0	 	Actual/360	 	0.0678%	 	 	 	No	 	L(24), Def(92), O(4)
	49	 	UBSRES	 	StorQuest Indio	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	940	 	Units	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(24), YM1(92), O(4)
	50	 	The Bancorp Bank	 	Plaza Las Brisas	 	0.0%	 	 	 	0	 	0	 	Phase I	 	In Place	 	Hard	 	85,019	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(26), Def(90), O(4)
	51	 	BSP	 	Haggen Grocery El Cajon	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Hard	 	50,607	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(26), Def(90), O(4)
	52	 	UBSRES	 	800 Chester Pike	 	Springing	 	Significant Tenant Renewal Funds (Monthly Springing); Credit Reserve Funds (Monthly Springing: Excess Cash Flow)	 	0	 	0	 	Phase I	 	Springing	 	Hard	 	85,514	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(24), Def(92), O(4)
	53	 	Column	 	Tara Hills Apartments	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	214	 	Units	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(26), Def(90), O(4)
	54	 	BSP	 	Country Inn & Suites Baltimore North	 	Springing	 	Monthly seasonality reserve payment of $9,260.45 to be deposited on each of the payment dates occurring in the months of February through November, for any period during the loan term commencing on any date on which RevPAR for any month is less than $58.50 and ending at such time as RevPar for 24 continuous months exceeds $60.00. The seasonality reserve amount is subject to a cap of $92,604.50	0	 	0	 	Phase I	 	Springing	 	Springing	 	81	 	Rooms	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(24), Def(92), O(4)
	55	 	The Bancorp Bank	 	Cliffbrook Condominiums	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	134	 	Units	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(25), Def(91), O(4)
	56	 	UBSRES	 	Monroe Town Center	 	Springing	 	Specified Tenant Rollover Funds (Monthly Springing: $16,000); Major Tenant Rollover Funds (Monthly Springing: Excess Cash Flow)	 	0	 	0	 	Phase I	 	Springing	 	Soft	 	32,241	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(25), Def(91), O(4)
	57	 	BNYM	 	Storage Depot II (Scotts Valley Self Storage)	 	Springing	 	Ground Rent Reserve (Borrower shall deposit $8,000 per month if the account fall below $16,000)	 	0	 	0	 	Phase I	 	Springing	 	Soft	 	694	 	Units	 	0	 	Actual/360	 	0.0578%	 	Yes	 	No	 	L(25), Def(31), O(4)
	58	 	BSP	 	Governor’s Place	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	63,846	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(24), Def(92), O(4)
	59	 	The Bancorp Bank	 	Walgreens - Waterford	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	14,820	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(26), Def(90), O(4)
	60	 	The Bancorp Bank	 	Central Crossing	 	0.0%	 	 	 	0	 	0	 	Phase I	 	In Place	 	Hard	 	119,922	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(25), Def(91), O(4)
	61	 	UBSRES	 	Chapanoke Square	 	Springing	 	Major Tenant Rollover Funds (Monthly Springing: Excess Cash Flow)	 	0	 	0	 	Phase I	 	Springing	 	Hard	 	89,663	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(26), Def(90), O(4)
	62	 	UBSRES	 	Mentor Industrial Portfolio	 	Springing	 	Major Tenant TI/LC Funds (Monthly Springing)	 	0	 	0	 	Phase I	 	Springing	 	Hard	 	208,500	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(25), Def(91), O(4)
	62.01	 	UBSRES	 	Eye Lighting	 	 	 	 	 	 	 	 	 	Phase I	 	 	 	 	 	100,000	 	Square Feet	 	 	 	 	 	 	 	 	 	 	 	 
	62.02	 	UBSRES	 	Orbis	 	 	 	 	 	 	 	 	 	Phase I	 	 	 	 	 	108,500	 	Square Feet	 	 	 	 	 	 	 	 	 	 	 	 
	63	 	UBSRES	 	Bowling Green	 	Springing	 	Major Tenant Rollover Funds (Monthly Springing: Excess Cash Flow)	 	0	 	0	 	Phase I	 	Springing	 	Soft	 	156,344	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(26), Def(90), O(4)
	64	 	The Bancorp Bank	 	Concord Villas	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	54	 	Units	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(25), Def(91), O(4)
	65	 	The Bancorp Bank	 	PA Rite Aid Portfolio	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	21,816	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(25), Def(91), O(4)
	65.01	 	The Bancorp Bank	 	Rite Aid - Irwin	 	 	 	 	 	 	 	 	 	Phase I	 	 	 	 	 	10,908	 	Square Feet	 	 	 	 	 	 	 	 	 	 	 	 
	65.02	 	The Bancorp Bank	 	Rite Aid - Pittsburgh	 	 	 	 	 	 	 	 	 	Phase I	 	 	 	 	 	10,908	 	Square Feet	 	 	 	 	 	 	 	 	 	 	 	 
	66	 	UBSRES	 	A Storage Place - La Sierra 	 	0.0%	 	 	 	0	 	0	 	Phase I	 	NAP	 	NAP	 	771	 	Units	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(25), Def(91), O(4)
	67	 	BSP	 	Pottstown Pike Retail	 	0.0%	 	 	 	5	 	5	 	Phase I	 	Springing	 	Springing	 	18,624	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(25), Def(91), O(4)
	68	 	BNYM	 	Cornerstone Chase Apartments	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	166	 	Units	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(24), Def(92), O(4)
	69	 	BSP	 	Best Western Plus at The Falls	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	40	 	Rooms	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(25), Def(89), O(6)
	70	 	UBSRES	 	Long Meadow Farms	 	Springing	 	Major Tenant Rollover Funds (Monthly Springing: Excess Cash Flow)	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	14,763	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(25), Def(91), O(4)
	71	 	Column	 	Tiki Tai and Maryland West MHC	 	0.0%	 	 	 	0	 	0	 	Phase I	 	NAP	 	NAP	 	114	 	Pads	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(25), Def(91), O(4)
	72	 	UBSRES	 	Central Avenue Self Storage	 	0.0%	 	 	 	0	 	0	 	Phase I	 	NAP	 	NAP	 	792	 	Units	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(27), Def(89), O(4)
	73	 	Column	 	Granada Village	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	282	 	Pads	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(36), Def(77), O(7)
	74	 	Column	 	Santa Paula Self Storage	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	934	 	Units	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(26), Def(90), O(4)
	75	 	UBSRES	 	Renaissance Gardens	 	0.0%	 	 	 	0	 	0	 	Phase I	 	NAP	 	NAP	 	160	 	Units	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(23), YM1(90), O(7)
	76	 	Column	 	Jaffa Chattanooga Parks	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	201	 	Pads	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(36), Def(77), O(7)
	76.01	 	Column	 	Whispering Pines MHP	 	 	 	 	 	 	 	 	 	Phase I	 	 	 	 	 	113	 	Pads	 	 	 	 	 	 	 	 	 	 	 	 
	76.02	 	Column	 	Acres of Shade MHP	 	 	 	 	 	 	 	 	 	Phase I	 	 	 	 	 	88	 	Pads	 	 	 	 	 	 	 	 	 	 	 	 
	77	 	The Bancorp Bank	 	Atrium Professional Plaza	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	19,471	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(24), Def(92), O(4)
	78	 	The Bancorp Bank	 	2143 Winslow Drive	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Soft	 	195	 	Units	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(27), Def(89), O(4)
	79	 	BSP	 	Harwood Commons Ground Lease	 	0.0%	 	 	 	0	 	0	 	Phase I	 	NAP	 	NAP	 	11	 	Acres	 	Springing	 	Actual/360	 	0.0103%	 	 	 	No	 	L(27), Def(89), O(4)
	80	 	The Bancorp Bank	 	American Self Storage	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Hard	 	771	 	Units	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(24), Def(92), O(4)
	81	 	BNYM	 	Walgreens (Petersburg, VA)	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	14,820	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(35), YM1(81), O(4)
	82	 	The Bancorp Bank	 	Chapel Hill Apartments	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	12	 	Units	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(25), Def(91), O(4)
	83	 	BSP	 	Centerpoint Retail	 	Springing	 	Lease Sweep Reserve: Monthly deposit of excess cash flow upon the occurrence and continuance of a Cash Sweep Period that exists solely due to the continuance of a Specified Tenant Sweep Period 	 	0	 	0	 	Phase I	 	Springing	 	Hard	 	7	 	Acres	 	0	 	Actual/360	 	0.0578%	 	 	 	No	 	L(26), Def(90), O(4)
	83.01	 	BSP	 	Mi Zarape	 	 	 	 	 	 	 	 	 	Phase I	 	 	 	 	 	1	 	Acres	 	 	 	 	 	 	 	 	 	 	 	 
	83.02	 	BSP	 	Papa Vino’s	 	 	 	 	 	 	 	 	 	Phase I	 	 	 	 	 	2	 	Acres	 	 	 	 	 	 	 	 	 	 	 	 
	83.03	 	BSP	 	Wendy’s Tim Horton’s	 	 	 	 	 	 	 	 	 	Phase I	 	 	 	 	 	1	 	Acres	 	 	 	 	 	 	 	 	 	 	 	 
	83.04	 	BSP	 	Arby’s	 	 	 	 	 	 	 	 	 	Phase I	 	 	 	 	 	1	 	Acres	 	 	 	 	 	 	 	 	 	 	 	 
	83.05	 	BSP	 	Dunkin Donuts Baskin Robins	 	 	 	 	 	 	 	 	 	Phase I	 	 	 	 	 	1	 	Acres	 	 	 	 	 	 	 	 	 	 	 	 
	84	 	UBSRES	 	A Storage Place - Barton Road	 	0.0%	 	 	 	0	 	0	 	Phase I	 	NAP	 	NAP	 	515	 	Units	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(25), Def(91), O(4)
	85	 	UBSRES	 	CVS - Irmo	 	Springing	 	Major Tenant Special Reserve Funds (Monthly Springing: Excess Cash Flow)	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	10,125	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(27), Def(89), O(4)
	86	 	Column	 	Cedar Bayou MHP	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	111	 	Pads	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(36), Def(77), O(7)
	87	 	Column	 	Shoppes at Hiram	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	12,600	 	Square Feet	 	0	 	Actual/360	 	0.0503%	 	 	 	No	 	L(25), Def(92), O(3)
	88	 	Column	 	The Legacy Plaza	 	Springing	 	Lease termination payment reserve springing upon receipt of a lease termination payment	 	10	 	0	 	Phase I	 	Springing	 	Hard	 	6,560	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(27), Def(90), O(3)
	89	 	Column	 	Scenic Ridge	 	0.0%	 	 	 	0	 	0	 	Phase I	 	Springing	 	Springing	 	9,178	 	Square Feet	 	0	 	Actual/360	 	0.0103%	 	 	 	No	 	L(25), YM2(91), O(4)


 


    	  



    	  



    


 


 


EXHIBIT Q


 


[Reserved]


 






    	Exhibit Q-1



    	 



    

 



EXHIBIT R


 


FORM OF OPERATING ADVISOR ANNUAL
REPORT1


 


Report
Date: Report will be delivered annually (after the occurrence and during the continuance of a Control Termination Event)
no later than [INSERT DATE].


Transaction:
CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3


Operating
Advisor: [Pentalpha Surveillance LLC]


Special
Servicer: [Rialto Capital Advisors, LLC]


Controlling
Class Representative: [                    ]


 


I.                    Population
of Mortgage Loans that Were Considered in Compiling This Report


 


   [   ] 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)          [   ] of such Specially Serviced Loans had executed Final Asset Status Reports. This report is based only on the Specially Serviced
Loans in respect of which a Final Asset Status Report has been issued. The Final 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, dated as of August 1, 2015 (the “Pooling and Servicing
Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Pentalpha
Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, and Wells Fargo Bank,
National Association, as Trustee, as well as the items listed below, the Operating Advisor has undertaken a limited review of the
Special Servicer’s operational activities to service certain Specially Serviced Loans in accordance with the Servicing Standard
in accordance with the Operating Advisor’s requirements outlined in the Pooling and Servicing Agreement. Based on such review,
the Operating Advisor [believes, does not believe] there are material deviations [(i)] from the Servicing Standard [and/or (ii)]
from the Special Servicer’s obligations under the Pooling and Servicing Agreement with respect to the resolution or liquidation
of Specially Serviced Loans. 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 compliance
with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.


 






    	Exhibit R-1



    	 



    

 


In connection with
the assessment set forth in this report, the Operating Advisor:


 


Reviewed any assessment
of compliance and/or attestation report delivered to the Operating Advisor pursuant to the Pooling and Servicing Agreement with
respect to the Special Servicer, and the Asset Status Reports, net present value calculations and Appraisal Reduction calculations
and [LIST OTHER REVIEWED INFORMATION] for the following [ ] Specially Serviced Loans: [LIST APPLICABLE MORTGAGE LOANS]


 


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 recommendations made by the Operating Advisor. Such recommendations generally
included the following: [LIST].


 


3.     Appraisal
Reduction calculations and net present value calculations:


 


   (a)          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 formula(s) required to be utilized in connection
with any Appraisal Reduction or net present value calculations used in the Special Servicer’s determination of the course
of action to be taken in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization by the
Special Servicer.


 


   (b)          The
Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary
portions of the formula(s)] required to be utilized for such calculation.


 


   (c)          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(s) in arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.


 


4.     The
following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].


 


5.     In
addition to the other information presented herein, the Operating Advisor notes the following additional items: [LIST ADDITIONAL
ITEMS].


 


IV.                 Qualifications
Related to the Work Product Undertaken and Opinions Related to this Report


 






    	Exhibit R-2



    	 



    

 


1.     In
accordance with the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access
to, the Special Servicer’s and the Controlling Class Representative’s discussion(s) regarding any Specially Serviced
Loan. The Operating Advisor does not have authority to speak with the Controlling Class Representative directly pursuant to the
Pooling and Servicing Agreement. As such, the Operating Advisor generally relied upon its interaction with the Special Servicer
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 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.     The
Operating Advisor is not empowered to directly communicate with investors pursuant to the Pooling and Servicing Agreement. If investors
have questions regarding this report, they should address such questions to the Certificate Administrator through the Certificate
Administrator’s Website.


 


Terms used but not defined
herein have the meaning set forth in the Pooling and Servicing Agreement.


	 	 	 
	[                    ]	 
	 	 	 
	By: 	 	 
	Name:	 
	Title:	 


 






    	Exhibit R-3



    	 



    

 


EXHIBIT S


 


SUB-SERVICING AGREEMENTS


	 	 
	Mortgage Loan Name	Sub-Servicer Name
	Hendry Multifamily Portfolio	Bellwether Enterprise Real Estate Capital, LLC
	Holiday Inn Express – Mill Valley	NorthMarq Capital, LLC
	7101 Sunset Blvd	Grandbridge Real Estate Capital LLC
	HH-Laveen / Laveen Commons	Western Alliance Bank
	Alvarado Center	Holliday Fenoglio Fowler, L.P.
	Varner Crossing	Bernard Financial Corporation d/b/a Bernard Financial Servicing Group
	2280 Corporate Circle	Grandbridge Real Estate Capital LLC
	Storage Depot II (Scotts Valley Self Storage)	NRC Group, Inc.
	Centerpoint Retail	Bernard Financial Corporation d/b/a Bernard Financial Servicing Group
	Shoppes at Hiram	Holliday Fenoglio Fowler, L.P.


 






    	Exhibit S-1



    	 



    

 


EXHIBIT T


 


FORM OF RECOMMENDATION OF SPECIAL SERVICER
TERMINATION


 


Wells Fargo, National Association,


as Trustee


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust Services – CSAIL 2015-C3


 


Wells Fargo Bank, National Association,


as Certificate Registrar


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: CMBS – CSAIL 2015-C3




Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Jeff Krasnoff


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Niral Shah


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Adam Singer


 


		Re:	CSAIL 2015-C3 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 6.08(b) of the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing
Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Pentalpha
Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, and Wells Fargo Bank,
National Association, as Trustee, on behalf of the holders of CSAIL 2015-C3 Commercial Mortgage Trust,


 






    	Exhibit T-1



    	 



    

 


Commercial Mortgage Pass-Through
Certificates, Series 2015-C3 (the “Certificates”) regarding the recommendation for the replacement of the Special
Servicer set forth herein. 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 the Pooling and Servicing Agreement,
it is our assessment that [________], 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 hereby recommend that [_______] 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 T-2



    	 



    

 



EXHIBIT
U



ADDITIONAL FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.03 of the Pooling
and Servicing Agreement to disclose to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange
Act Reporting Party to which such information is relevant for Exchange Act reporting purposes, 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 actual knowledge
(and in the case of net operating income, financial statements, budgets and/or rent rolls required to be provided in connection
with Item 6 below, possession) (in each case, after complying with its affirmative obligations, if any, under the Pooling and Servicing
Agreement to obtain such information) of such information (other than information as to such party itself which such party is obligated
to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled
to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted
from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan
Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such)
shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such
in the Prospectus Supplement. For this CSAIL 2015-C3 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 other than
a party identified as such in the Prospectus Supplement.


 


	Item
    on Form 10-D	Party
    Responsible 
	Item
        1: Distribution and Pool Performance Information



         

        Any
        information required by Item 1121 of Regulation AB which is NOT included on the Distribution Date Statement

         
	Certificate
        Administrator


        Depositor


        Master
        Servicer

        (only with respect to Item 1121(a)(12)

        as to non-Specially Serviced Loans)


        Special
        Servicer

        (only with respect to Item 1121(a)(12)

        as to Specially Serviced Loans)


	[Item
    1A: Asset-Level Information]*	[Master
        Servicer


        Special
        Servicer (only with respect to Specially Serviced Loans)]*


	Item
        2: Legal Proceedings



         

        per
        Item 1117 of Regulation AB

         
	(i)
    All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii)
    the Trustee, the Master Servicer and the Special Servicer as to the Trust (in the case of the Master Servicer and the Special
    Servicer, to be reported by the party controlling such litigation), (iv) each Sponsor as to itself and as to each 1110(b)
    originator and 1100(d)(1) party relating to a Mortgage Loan sold by such Sponsor to the Depositor, (v) the 


 






    	Exhibit U-1



    	 



    

 


	 	Depositor
    (as to any 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

    Trustee
	Item
    5 – Submission of Matters to a Vote of Security Holders	Certificate
    Administrator
	Item
    6: Significant Obligors of Pool Assets	Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)


        Special
        Servicer (as to REO Properties)


	[Item
    7: Change in Sponsor Interest in the Securities]**	[Each
    Sponsor as to itself and its affiliates]**
	[Item
    7][Item 8]**: Significant Enhancement Provider Information	Depositor
	[Item
    8][Item 9]**: Other Information	Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	[Item
    9][Item 10]**: Exhibits	Certificate
        Administrator (as to the Distribution Date Statement)


        Depositor




* Effective from and after November 23, 2016.


** Effective from and after November 23, 2015.




 





    	Exhibit U-2



    	 



    

 


EXHIBIT
V



ADDITIONAL FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.04 of the Pooling
and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, and any Other Depositor and Other Exchange
Act Reporting Party to which such disclosure is relevant for Exchange Act reporting purposes, 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 actual knowledge
(and in the case of net operating income, financial statements, budgets and/or rent rolls required to be provided in connection
with Item 1112(b) below, possession) (in each case, after complying with its affirmative obligations, if any, under the Pooling
and Servicing Agreement to obtain such information) of such information (other than information as to such party itself which such
party is obligated to provide). Each of the Certificate Administrator. the Trustee, the Master Servicer and the Special Servicer
shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set
forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor
or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a
party identified as such in the Prospectus Supplement. For this CSAIL 2015-C3 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 other than a party identified as such in the Prospectus Supplement.


 


	Item
    on Form 10-K	Party
    Responsible 
	Item
        1B: Unresolved Staff Comments

	Depositor
	Item
    9B: Other Information	Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    15: Exhibits, Financial Statement Schedules	Certificate
        Administrator

        Depositor


	Additional
        Item:


        Disclosure
        per Item 1112(b) of Regulation AB
	Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)


        Special
        Servicer (as to REO Properties)


	Additional
        Item:


        Disclosure
        per Items 1114(b)(2) and 1115(b) of Regulation AB

	Depositor
	Additional
        Item:

         

        Disclosure
        per Item 1117 of Regulation AB

         
	(i)
    All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii)
    the Trustee, the Certificate Administrator, the Master Servicer, the Depositor and the Special Servicer as to the Trust (in
    the case of the Master Servicer, the Depositor and the Special Servicer, to be reported by the party controlling such 


 






    	Exhibit V-1



    	 



    

 


	 	litigation),
    (iv) each Sponsor as to itself and as to each 1110(b) originator and 1100(d)(1) party relating to a Mortgage Loan sold by
    such Sponsor to the Depositor, (v) the Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
	Additional
Item: 

        Disclosure
        per Item 1119 of Regulation AB

         
	(i)
    All parties to the Pooling and Servicing Agreement as to themselves (in the case of the Master Servicer, only as to 1119(a)
    affiliations with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate Administrator,
    the Special Servicer or a sub-servicer described in 1108(a)(3) and, in the case of the Special Servicer, only as to 1119(a)
    affiliations with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate Administrator,
    the Master Servicer or a sub-servicer described in 1108(a)(3)), (ii) the Depositor (as to the Trust), (iii) each Sponsor as
    to itself and as to each 1110(b) originator and 1100(d)(1) party relating to a Mortgage Loan sold by such Sponsor to the Depositor,
    (iv) the Depositor as to the enhancement or support provider, (v) the Depositor (as to any party under Item 1100(d)(1) of
    Regulation AB)


 






    	Exhibit V-2



    	 



    

 

EXHIBIT
W



FORM OF 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 Registrar



9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust
Services (CMBS), Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass Through Certificates, Series 2015-C3


 


Credit Suisse First Boston Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


RE: **Additional Form [10-D][10-K][8-K]
Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with
Section [   ] of the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate
Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer,
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: [                    ].


 






    	Exhibit W-1



    	 



    

 


	 	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    	Exhibit W-2



    	 



    

 


EXHIBIT
X



FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


		Re:	CSAIL 2015-C3 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3 (the “Trust”), issued pursuant
to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate
Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer.



 


I, [identifying the certifying
individual], certify that:


 


		1.	I have reviewed this annual report on Form 10-K, and all reports on Form 10-D required to be filed
in respect of period covered by this annual report on Form 10-K, of the Trust (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 statement(s) required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic Reports, the master servicer and the special servicer
have fulfilled their 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
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: [Master Servicer][Special Servicer][Trustee][Certificate


 






    	Exhibit X-1



    	 



    

 


Administrator][Operating Advisor][Other Master Servicer][Other Special Servicer][Other Trustee][Other Certificate Administrator][Other
Operating Advisor]


 


Date:     _________________________


 


	 	 
	[Signature]	 
	[Title]	 



 






    	Exhibit X-2



    	 



    

 


EXHIBIT
Y-1



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


 


Re:          CSAIL
2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3 (the “Trust”),
issued pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Pentalpha Surveillance LLC, as Operating
Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, and Wells Fargo Bank, National Association, as
Trustee.


 


I, [identifying the
certifying individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to Credit Suisse First Boston 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
have reviewed the annual report on Form 10-K for the fiscal year 20__, and all reports on Form 10-D required to be filed in respect
of periods covered by that annual report on Form 10-K, of the Trust (the “Exchange Act Periodic Reports”);


 


2.          Based on my knowledge,
the distribution information in Exchange Act Periodic Reports, 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 that report on Form 10-K;


 


3.          Based on my knowledge,
all of the distribution, servicing and other information required to be provided by the Certificate Administrator pursuant to the
Pooling and Servicing Agreement for inclusion in the Exchange Act Periodic Reports is included in such reports; and


 


4.          The report on assessment
of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance
with servicing criteria for asset-backed securities required to be delivered by the Certificate Administrator in accordance with
Section 10.08 and Section 10.09 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the
Relevant Servicing Criteria.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties].


 


Date:_________________________


 






    	Exhibit Y-1-1



    	 



    

 


	 	 	 
	[                    ]	 
	 	 	 
	By: 	 	 
	 	[Name]	 


 






    	Exhibit Y-1-2



    	 



    

 

EXHIBIT
Y-2



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE MASTER SERVICER


 


		Re:	CSAIL 2015-C3 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3 (the “Trust”), issued pursuant
to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Pentalpha Surveillance LLC, as Operating
Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, and Wells Fargo Bank, National Association, as Trustee.



 


I,
[identify the certifying individual], a [title] of [MASTER SERVICER], certify to Credit Suisse First Boston Mortgage Securities
Corp. and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification
in delivering the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms
used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


		(1)	I have (or a Servicing Officer under my supervision has) reviewed the servicing reports relating
to the Trust delivered by the Master Servicer to the Certificate Administrator covering the fiscal year 20__;



 


		(2)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding
certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by
the Master Servicer), the servicing information in these reports, 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 these servicing reports;



 


		(3)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding
certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by
the Master Servicer), the servicing information required to be provided in these servicing reports to the Certificate Administrator
by the Master Servicer under the Pooling and Servicing Agreement is included in the servicing reports delivered by the Master Servicer
to the Certificate Administrator;



 


		(4)	I am, or an employee under my supervision is, responsible for reviewing the activities performed
by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted
in preparing the servicer 



 






    	Exhibit Y-2-1



    	 



    

 


		 	compliance statement required under Section 10.07 of the Pooling and Servicing Agreement with respect
to the Master Servicer, and except as disclosed in such compliance statement delivered by the Master Servicer under Section 10.07
of the Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
in all material respects in the year to which such review applies; and




 


		(5)	The report on assessment of compliance with servicing criteria for asset-backed securities and
the related attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered
in accordance with Section 10.08 and Section 10.09 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria.



 


Further, notwithstanding
the foregoing certifications, the Master Servicer does not make any certification under the foregoing clauses 1 through 5 that
is in turn dependent upon information required to be provided by any sub-servicer acting under a sub-servicing agreement that the
Master Servicer entered into in connection with the issuance of the Certificates, or upon the performance by any such sub-servicer
of its obligations pursuant to any such sub-servicing agreement, in each case beyond the respective backup certifications actually
provided by such sub-servicer to the Master Servicer with respect to the information that is subject of such certification.


 


Date:_________________________


	 	 	 
	[                    ]	 
	 	 	 
	By: 	 	 
	[Name]	 


 






    	Exhibit Y-2-2



    	 



    

 


EXHIBIT
Y-3



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE SPECIAL SERVICER


 


		Re:	CSAIL 2015-C3 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3 (the “Trust”), issued pursuant
to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Pentalpha Surveillance LLC, as Operating
Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, and Wells Fargo Bank, National Association, as
Trustee.



 


I, [identify the certifying
individual], a [title] of [SPECIAL SERVICER], certify to Credit Suisse First Boston Mortgage Securities Corp. and their officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification
required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition
shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.     Based
on my knowledge, the servicing information in the servicing reports or information relating to the Trust delivered by the Special
Servicer to the Master Servicer covering the fiscal year 20__, 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 these servicing reports;


 


2.     Based
on my knowledge, the servicing information required to be provided to the Master Servicer by the Special Servicer under the Pooling
and Servicing Agreement for inclusion in the reports to be filed by the Certificate Administrator is included in the servicing
reports delivered by the Special Servicer to the Master Servicer;


 


3.     I
am, or an employee under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the
Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer compliance
statement required under Section 10.07 of the Pooling and Servicing Agreement with respect to the Special Servicer, and except
as disclosed in such compliance statement delivered by the Special Servicer under Section 10.07 of the Pooling and Servicing Agreement,
the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year
to which such review applies; and


 


4.     The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.08 and


 






    	Exhibit Y-3-1



    	 



    

 


Section 10.09 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing
Criteria.


 


Date:_________________________


	 	 	 
	[                    ]	 
	 	 	 
	By: 	 	 
	[Name]	 
	[Title]	 


 






    	Exhibit Y-3-2



    	 



    

 



 


EXHIBIT
Y-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR


 


		Re:	CSAIL 2015-C3 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3 (the “Trust”), issued pursuant
to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Pentalpha Surveillance LLC, as Operating
Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, and Wells Fargo Bank, National Association, as Trustee.



 


I,   [identify the certifying
individual], a [title] of [OPERATING ADVISOR], certify to Credit Suisse First Boston Mortgage Securities Corp. and their officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley
Certification required by Section 10.05 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms
used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.   Based on my knowledge,
the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator by the Operating
Advisor covering the fiscal year 20__, 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 these reports;


 


2.   Based on my knowledge,
the information required to be provided to the Certificate Administrator by the Operating Advisor under the Pooling and Servicing
Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in the reports delivered
by the Operating Advisor to the Certificate Administrator;


 


3.   I am, or an officer
under my supervision is, responsible for reviewing the activities performed by the Operating Advisor under the Pooling and Servicing
Agreement and based upon my knowledge the Operating Advisor has, except as described in any information provided to the Certificate
Administrator by the Operating Advisor covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects in the year to which such review applies; and


 


4.   The report on assessment
of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance
with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.08 and


 



    	Exhibit Y-4-1



    	 



    

 


Section 10.09
of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties].


 


Date:_________________________


 


[                            ]


 





	By:	 	 
	[Name]	 
	[Title]	 



 



    	Exhibit Y-4-2



    	 



    

 


EXHIBIT
Z



FORM 8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party Responsible”
column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained
such Servicing Function Participant is responsible) are obligated pursuant to Section 10.06 of the Pooling and Servicing Agreement
to disclose to the Depositor, the Certificate Administrator, and each Other Depositor and Other Exchange Act Reporting Party to
which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, 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
actual knowledge (after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain
such information) of such information (other than information as to such party itself which such party is obligated to provide).
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the
accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus
Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the
Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus
Supplement. For this CSAIL 2015-C3 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 other than a party identified as
such in the Prospectus Supplement.


 


	Item
    on Form 8-K	Party
    Responsible 
	Item
    1.01- Entry into a Material Definitive Agreement	Master Servicer, Special
        Servicer and the Trustee (in the case of the Master Servicer, Special Servicer and the Trustee, only as to agreements
        it is a party to or entered into on behalf of the Trust)

        Certificate Administrator (other than as to agreements to which the Depositor (and no other party to the Pooling and Servicing
        Agreement) is a party) 

        Depositor 

	Item
    1.02- Termination of a Material Definitive Agreement	Master Servicer, Special
        Servicer and the Trustee (in the case of the Master Servicer, Special Servicer and the Trustee, only as to agreements
        it is a party to or entered into on behalf of the Trust) 

        Certificate Administrator
        (other than as to agreements to which the Depositor (and no other party to the Pooling and Servicing Agreement) is a party)

        Depositor 

	Item
    1.03- Bankruptcy or Receivership	Depositor

    Each Sponsor as to itself
	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



 



    	Exhibit Z-1



    	 



    

 


	Item
    3.03- Material Modification to Rights of Security Holders	Certificate
    Administrator
	Item
    5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	Depositor
	Item
    5.06 – Change in Shell Company Status	Depositor
	Item
    5.07 – Submission of Matters to a Vote of Security Holders	Depositor
	Item
    5.08 – Shareholder Director Nomination	Depositor
	Item
    6.01- ABS Informational and Computational Material	Depositor
	Item
    6.02- Change of Master Servicer, Special Servicer, Trustee or Certificate Administrator	Master
Servicer (as to itself or a servicer retained by it) 

        Special Servicer (as to
itself or a servicer retained by it) 

        Trustee

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- Financial Statements and Exhibits	Depositor



 



    	Exhibit Z-2



    	 



    

 


EXHIBIT
AA-1



FORM OF POWER OF ATTORNEY FOR MASTER SERVICER


 


RECORDING REQUESTED BY: 


{insert address}





	 



SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY




Wells Fargo Bank, National Association, a national banking association, incorporated and existing under the laws of the United
States, having its usual place of business at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951 as Trustee (the “Trustee”)
hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National Association, (“Master Servicer”),
and in its name, aforesaid Attorney-In-Fact, by and through any officer 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 (7) below; provided however, that the documents described below may only be executed
and delivered by such Attorney-In-Fact if such documents are required or permitted under that Pooling and Servicing Agreement dated
as of August 1, 2015 (the “Agreement”) by and among Credit Suisse First Boston Mortgage Securities Corp., as
Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Pentalpha Surveillance LLC, as Operating Advisor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer (the “Master Servicer”),
Rialto Capital Advisors, LLC, as Special Servicer (the “Special Servicer”), and no power is granted hereunder
to take any action that would be adverse to the interests of Wells Fargo Bank, National Association.


 


This Limited Power of Attorney is being issued in connection
with Master Servicer’s responsibilities to service certain mortgage loans (the “Loans”) held by the Trustee.
These Loans are secured by collateral comprised of mortgages, deeds of trust, deeds to secure debt and other forms of security
instruments (collectively the “Security Instruments”) encumbering any and all real and personal property delineated
therein (the “Property”) and the Notes secured thereby. Capitalized terms used but not defined herein shall
have the respective meanings assigned thereto in the Agreement.


 


1.          Demand, sue for, recover, collect and receive each and
every sum of money, debt, account and interest (which now is, or hereafter shall become due and payable) belonging to or claimed
by 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 the 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 AA-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 regarding the Loans and
the Properties.


 


4.          Obtain an interest in the Mortgage Loans, Properties and/or
building 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 Mortgagors and/or the Property, including but not
limited to the execution of estoppel certificates, financing statements, continuation statements, releases, satisfactions, assignments,
loan modification agreements, payment plans, waivers, consents, amendments, forbearance agreements, loan assumption agreements,
subordination agreements, property adjustment agreements, 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 Property, in the interest of the Trustee.


 


6.          Endorse on behalf of the undersigned all checks, drafts
and/or other negotiable instruments made payable to the undersigned and draw upon, replace, substitute, release or amend letters
of credit as Property securing the Loans.


 


7.          Such other actions and file such other instruments and
certifications as are reasonably necessary to complete or accomplish the Master Servicer’s duties and responsibilities under
the Agreement.


 


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 Wells Fargo Bank, National Association, as 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 Agreement or the earlier resignation or removal of Wells Fargo
Bank, National Association, as Trustee under the Agreement.


 



    	Exhibit AA-1-2



    	 



    

 


This Limited Power of Attorney may not be assigned by the Master
Servicer without the consent of Wells Fargo Bank, National Association.


 


This Limited Power of Attorney is effective as of the date below
and shall continue to remain in full force and effect until (a) revoked in writing by the Trustee, (b) the termination, resignation
or removal of the Trustee as trustee of the Trust, or (c) the termination, resignation or removal of the Master Servicer as master
servicer of the Trust.


 


Witness my hand and seal this           day of           , 20[   ].





	 	 	 	 	 
	NO CORPORATE SEAL	 	Wells Fargo Bank, National Association, as Trustee, for CSAIL 2015-C3 Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2015-C3
	 	 	 	 
	 	 	By:	 
	Witness:	 	 	, Vice President
	 	 	 	 
	 	 	By:	 
	Witness:	 	 	, Vice President
	 	 	 	 
	 	 	 	 
	Attest:	, Trust Officer	 	 	 
	 	 	 	 



 




    	Exhibit AA-1-3



    	 



    

 


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 AA-1-4



    	 



    

 


EXHIBIT
AA-2



FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY: 


{insert 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, 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 August 1, 2015 (the “Pooling and Servicing Agreement”) between Credit Suisse First Boston Mortgage
Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer (the “Master
Servicer”), Rialto Capital Advisors, LLC, as Special Servicer (the “Special Servicer”), Wells Fargo Bank, National
Association, as Certificate Administrator, Paying Agent and Custodian, Wells Fargo Bank, National Association, as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor, on behalf of CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2015-C3 (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.



 


		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.



 



    	Exhibit AA-2-1



    	 



    

 


		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”).



 


		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.



 



    	Exhibit AA-2-2



    	 



    

 


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 2015-C3 Commercial Mortgage Trust Commercial Mortgage Pass Through
Certificates, Series 2015-C3 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 2015-C3 Commercial Mortgage Trust Commercial Mortgage Pass Through Certificates, Series 2015-C3
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	Witness:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Witness:	 	 	 	 
	 	 	 	 	 



 



    	Exhibit AA-2-3



    	 



    

 


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 AA-2-4



    	 



    


 


EXHIBIT
BB



CLASS A-SB SCHEDULED PRINCIPAL BALANCE


 


See Annex F to the Prospectus Supplement


 




    	Exhibit BB-1



    	 



    


 


EXHIBIT CC-1


 


FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Credit Suisse First Boston
Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


Re:        CSAIL
2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3


 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, LLC, as Special Servicer. 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
Depositor, that:


 


1.           The Transferor
is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”), with
the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.           Neither the Transferor
nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer
to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any
manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action,
which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess
Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the
disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would
require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities
laws.


 



    	Exhibit CC-1-1



    	 



    

 


	 	 	 
	 	Very truly yours,
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	Exhibit CC-1-2



    	 



    

 


EXHIBIT CC-2


 


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Credit Suisse First Boston
Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head


 


Re:        CSAIL
2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3


 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Rialto
Capital Advisors, LLC, as Special Servicer. All capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as
the Depositor and the Master Servicer, that:


 


1.           The Transferee
is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account
for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part,
in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable
state securities laws.


 


2.           The Transferee
understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the
Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right
may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant
to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and
qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached
as Exhibit CC-1 to the Pooling and Servicing Agreement, and


 



    	Exhibit CC-2-1



    	 



    

 


(B) each of Midland Loan Services, a Division of PNC Bank, National
Association and the Depositor have received a certificate from the prospective transferee substantially in the form attached as
Exhibit CC-2 to the Pooling and Servicing Agreement.


 


3.           The Transferee
understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance
with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.           Neither the Transferee
nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner, (b) solicited any offer
to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated with respect to the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any Person in any
manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with
respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security, which
(in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Excess Servicing
Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of
the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing Fee Right
pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any Person to act, in any manner set
forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


 


5.           The Transferee
has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon,
(c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.           The Transferee
is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an “accredited
investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which
all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee
has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 


7.           The Transferee
agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement,
and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate pursuant
to the Securities Act, and (iii) not to disclose


 



    	Exhibit CC-2-2



    	 



    

 


such information, and to cause its officers, directors, partners, employees, agents
or representatives (collectively, “Representatives”) not to disclose such information, in any manner whatsoever,
in whole or in part, to any other Person other than the Transferee’s auditors, legal counsel and regulators, except to the
extent such disclosure is required by law, court order or other legal requirement or to the extent such information is of public
knowledge at the time of disclosure by such Person or has become generally available to the public other than as a result of disclosure
by such Person; provided, however, that the Transferee or any of its Representatives may provide all or any part of such information
to any other Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and only if, such other Person (x)
confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or
disclose such information in any manner which could result in a violation of any provision of the Securities Act or would require
registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities Act and not to disclose such information,
and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner
whatsoever, in whole or in part, to any other Person other than such other Persons’ auditors, legal counsel and regulators.


 


8.           The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 3.12 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may
be reduced to the extent provided in the Pooling and Servicing Agreement.


	 	 	 
	 	Very truly yours,
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	Exhibit CC-2-3



    	 



    

 


EXHIBIT DD


 


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



 


			Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Fax number: (646) 731-2395



 


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:	Midland Loan Services, a Division of PNC Bank,
National Association, in its capacity as Master Servicer (the “Master Servicer”) under the Pooling and Servicing
Agreement dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), by and among Credit Suisse
First Boston Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wells
Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer.



 


		Date:	____________, 20___



 


		Re:	____________ Commercial Mortgage Pass-Through Certificates, Series 2015-C3 Mortgage Loan (the “Mortgage
Loan”) heretofore secured by real property known as ____________.



 


Capitalized terms used
but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.


 


THE STATEMENTS SET
FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE UNDERSIGNED BASED UPON DUE DILIGENCE


 



    	Exhibit DD-1



    	 



    

 


CONSISTENT WITH THE SERVICING STANDARD
SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE “SERVICING STANDARD”), AND (B) WITHOUT INTENDING TO WARRANT THE
ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR STANDARD OF CARE GREATER THAN THE DUTIES OF SERVICER UNDER THE POOLING AND SERVICING
AGREEMENT AND THE SERVICING STANDARD.


 


We hereby notify you
and confirm that each of the following is true, subject to those exceptions, if any, set forth on Exhibit A hereto, which exceptions
the Master Servicer has determined, consistent with the Servicing Standard, will have no material adverse effect on the Mortgage
Loan or the defeasance transaction:


 


1.            The Mortgagor has
consummated a defeasance of the Mortgage Loan of the type checked below:**


 


____ a full defeasance
of the entire outstanding principal balance ($____________) of the Mortgage Loan; or


 


____ a partial
defeasance of a portion ($____________) of the Mortgage Loan that represents ___% of the entire principal balance of the Mortgage
Loan ($____________).


 


2.            The defeasance
was consummated on ____________, 20__.


 


3.            The defeasance
was completed in all material respects in accordance with the conditions for defeasance specified in the Loan Documents and in
accordance with the Servicing Standard.


 


[Include the following if
there is pari passu or AB debt:


 


4.            In accordance with
the Loan Documents, the defeasance occurred such that:


 


____ Promissory
Notes A and B were defeased simultaneously in their entirety; or


 


____ Promissory
Note B was paid off in full.]


 


5.            To the knowledge
of the Master Servicer any other debt related to the Mortgage Loan (including mezzanine debt, senior secured debt, pari passu debt
or subordinate secured debt was either paid off in full or defeased. Such debt consists of the following: [Describe debt and holder
of the debt and if it was paid off or defeased].


 


6.            The defeasance
collateral consists only of one or more of the following: (i) direct debt obligations of the U.S. Treasury, (ii) direct debt obligations
of the Federal National Mortgage Association, (iii) direct debt obligations of the Federal Home Loan Mortgage Corporation, (iv)
interest-only direct debt obligations of the Resolution Funding Corporation, (v) consolidated debt obligations of the Federal Home
Loan Bank or (vi) securities covered by the Federal Deposit Insurance Corporation’s (the “FDIC”) Temporary
Liquidity Guarantee Program (“TLGP”). Based upon a written report from an independent certified accountant,
such


 



    	Exhibit DD-2



    	 



    

 


defeasance collateral consists of securities that (i) if they include a principal obligation, the principal due at maturity
cannot vary or change, (ii) provide for interest at a fixed rate and (iii) are not callable prior to their respective maturity
dates. In addition, if the defeasance collateral contains any TLGP securities, then:


 


		·	Such securities are eligible under TLGP;



 


		·	The master servicer (and the trustee, if it serves as the back-up advancing agent for the transaction)
has waived its right to (i) collect interest on advances made on behalf of the borrower holding TLGP securities, and (ii) collect
for expenses incurred in making demand on the FDIC;



 


		·	If the TLGP debt is to be used to satisfy a balloon payment, a reserve conforming to the criteria
for eligible accounts was funded with a minimum of 90 days interest on the defeasance collateral to cover potential delays in receipt
of the balloon payment;



 


		·	The TLGP securities mature before June 30, 2012; and



 


		·	The master servicer’s error and omissions insurance policy covers losses to the CMBS trust
caused by the master servicer’s failure to make timely demand on the FDIC’s guarantee.



 


7.            After the defeasance,
the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) that: (i) is the original Mortgagor,
(ii) is a Single-Purpose Entity (as described in S&P’s criteria), (iii) is subject to restrictions in its organizational
documents substantially similar to those contained in the organizational documents of the original Mortgagor with respect to bankruptcy
remoteness and single purpose, (iv) has been designated as the Defeasance Obligor by the originator of the Mortgage Loan pursuant
to the terms of the Loan Documents, or (v) has previously received confirmation from Standard & Poor’s that the organizational
documents of such Defeasance Obligor conform with applicable Standard & Poor’s criteria. The Defeasance Obligor owns
no assets other than defeasance collateral and (only in the case of the original Mortgagor) real property securing one or more
Mortgage Loans included in the pool under the Pooling and Servicing Agreement (the “Pool”).


 


8.            If such Defeasance
Obligor (together with its affiliates) holds more than one defeased loan, it does not (together with its affiliates) hold defeased
loans aggregating more than $35 Million or more than five percent (5%) of the aggregate certificate balance of the Certificates,
as of the date of the most recent Paying Agent’s Monthly Certificateholder Report received by the Master Servicer (the “Current
Report”), except to the extent the Defeasance Obligor is of the type specified in paragraph 7(v) above or the original
Loan Documents do not limit the amount of defeased loans that it may hold.


 


9.            The defeasance
documents require that the defeasance collateral be credited to an eligible account (as defined in S&P’s criteria) that
must be maintained as a securities account by a securities intermediary that is at all times an Eligible Institution (as defined
in S&P’s criteria). The securities intermediary may reinvest proceeds of the defeasance


 



    	Exhibit DD-3



    	 



    

 


collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing defeasance).


 


10.          The securities
intermediary is obligated to pay from the proceeds of the defeasance collateral, directly to the Master Servicer’s collection
account, all scheduled payments on the Mortgage Loan or, in a partial defeasance, the portion of such scheduled payments attributed
to the allocated loan amount for the real property defeased including any defeasance premiums set forth in the loan documents (the
“Scheduled Payments”).


 


11.          The Master Servicer
received written confirmation from an independent certified public accountant 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 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) except as otherwise disclosed in
the written report from an independent certified public accountant, [and disclosed below,] 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, (iii) the
defeasance collateral is not callable prior to their respective maturity dates, and (iv) interest income from the defeasance collateral
to the Defeasance Obligor in any tax 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, other than in the year in which the Maturity Date or
Anticipated Repayment Date will occur, when interest income will exceed interest expense.


 


12.          The Master Servicer
received opinions of counsel that, subject to customary qualifications, (i) the defeasance will not cause the Trust to fail to
qualify as a REMIC for purpose of the Internal Revenue Code, (ii) the agreements executed by the Mortgagor and the Defeasance Obligor
in connection with the defeasance are enforceable against them in accordance with their terms, [and] (iii) the Trustee will have
a perfected, first priority security interest in the defeasance collateral.


 


13.          The agreements
executed in connection with the defeasance (i) prohibit subordinate liens against the defeasance collateral, (ii) provide for payment
from sources other than the defeasance collateral 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, (iii) permit
release of surplus defeasance collateral and earnings on reinvestment to the Defeasance Obligor only after the Mortgage Loan has
been paid in full, (iv) include representations and/or covenants of the Mortgagor and/or securities intermediary substantially
as set forth on Exhibit B hereto, (v) provide for survival of such representations; and (vi) do not permit waiver of such representations
and covenants.


 


14.          The outstanding
principal balance of the Mortgage Loan immediately before the defeasance was less than $35,000,000 and less than 5% of the aggregate
certificate balance of the Certificates as of the date of the Current Report. The Mortgage Loan is not one of the ten (10) largest
loans in the Pool as of the date of the Current Report.


 



    	Exhibit DD-4



    	 



    

 


15.          Copies of all
material agreements, instruments, organizational documents, opinions of counsel, accountant’s report and other items delivered
in connection with the defeasance will be provided to you upon request.


 


16.          The individual
executing this notice is an authorized officer or a servicing officer of the Master Servicer.


 


IN WITNESS WHEREOF,
the Master Servicer has caused this notice to be executed as of the date captioned above.


	 	 	 
	 	[MASTER SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	Exhibit DD-5



    	 



    




 


EXHIBIT
A


 


Exceptions


 



    	Exhibit DD-6



    	 



    

 




EXHIBIT B


 


Sample Perfected Security
Interest Representations


 


General:


 


1.            [The defeasance
agreements] create a valid and continuing security interest (as defined in the applicable UCC) in the [Collateral, Securities Account
and Deposit Account] in favor of the [Secured Party], which security interest is prior to all other [Liens], and is enforceable
as such as against creditors of and purchasers from [Debtor].


 


Note that “Collateral”
means securities, permitted investments and other assets credited to securities accounts.


 


1.            The [Deposit Account]
constitutes a “deposit account” within the meaning of the applicable UCC.


 


2.            All of the [Collateral]
has been and will have been credited to a [Securities Account]. The securities intermediary for the [Securities Account] has agreed
to treat all assets credited to the [Securities Account] as “financial assets” within the meaning of the UCC.


 


Creation:


 


1.            The Defeasance
Account Agreement provides that the Pledgee shall have “control” (as defined in the applicable UCC).


 


2.            [Debtor] has received
all consents and approvals required by the terms of the [Collateral] to the transfer to the [Secured Party] of its interest and
rights in the [Collateral] hereunder.


 


Perfection:


 


1.            [Debtor] has caused
or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security interest granted in the [Collateral, Securities
Account and Deposit Account] to the [Secured Party] hereunder.


 


2.            [Debtor] has delivered
to [Secured Party] a fully executed agreement pursuant to which the securities intermediary or the account bank has agreed to comply
with all instructions originated by the [Secured Party] relating to the [Securities Account] or directing disposition of the funds
in the [Deposit Account] without further consent by the [Debtor].


 


3.            [Debtor] has taken
all steps necessary to cause the securities intermediary to identify in its records the [Secured Party] as the person having a
security entitlement against the securities intermediary in the [Securities Account].


 


4.            To the extent a
Deposit Account exists, [Debtor] has taken all steps necessary to cause [Secured Party] to become the account holder of the [Deposit
Account].


 



    	Exhibit DD-7



    	 



    

 


Priority:


 


1.            Other than the
security interest granted to the [Secured Party] pursuant to this Agreement, [Debtor] has not pledged, assigned, sold, granted
a security interest in, or otherwise conveyed any of the [Collateral, Securities Account and Deposit Account]. [Debtor] has not
authorized the filing of and is not aware of any financing statements against [Debtor] that include a description of collateral
covering the [Collateral, Securities Account and Deposit Account] other than any financing statement relating to the security interest
granted to the [Secured Party] hereunder or that has been terminated. Debtor is not aware of any judgment or tax lien filings against
[Debtor].


 


2.            The [Securities
Account and Deposit Account] are not in the name of any person other than the [Debtor] or the [Secured Party]. The [Debtor] has
not consented to the securities intermediary of any [Securities Account] or the account bank of any [Deposit Account] to comply
with entitlement orders or instructions of any person other than the [Secured Party].


 




    	Exhibit DD-8



    	 



    


 


EXHIBIT EE


 


FORM OF NOTICE REGARDING

NON-SERVICED MORTGAGE LOAN


 


[Date]


	[Other Trustee]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Other Certificate Administrator]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]
	[Other Master Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Other Special Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]
	[Other Operating Advisor]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	 



 





		Re:	[Other
                                         Securitization Trust]	 


 


Ladies and Gentlemen:


 


Reference is hereby
made to the [Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Other Pooling and Servicing Agreement”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, and Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee][Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Other
Pooling and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National
Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender Services
LLC, as Operating Advisor] [Pooling and Servicing Agreement, dated as of [_______] (the “Other Pooling and Servicing Agreement”),
by and among [_____], as Depositor, [_______], as Certificate Administrator and as Trustee, [________], as Master Servicer and
[_______] as Special Servicer]. Capitalized terms used but not defined herein shall have the meanings given to them in the Other
Pooling and Servicing Agreement.


 


The undersigned is the
certificate administrator under the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “C3 PSA”),
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC


 



    	Exhibit EE-1



    	 



    

 


Bank,
National Association, as Master Servicer (the “C3 Master Servicer”), Rialto Capital Advisors, LLC, as special
servicer (the “C3 Special Servicer”), Pentalpha Surveillance LLC, as operating advisor, Wells Fargo Bank, National
Association, as certificate administrator (the “C3 Certificate Administrator”), and Wells Fargo Bank, National
Association, as Trustee (the “C3 Trustee”) pursuant to which the CSAIL 2015-C3 Commercial Mortgage Trust (the
“C3 Trust”) was established and [a][the] [Soho-Tribeca Grand Hotel Portfolio][Westfield Trumbull][Westfield
Wheaton][Sterling & Milagro][WPC Department Store Portfolio] Companion Loan was transferred to the C3 Trust as of August 18,
2015 (the “Closing Date”).


 


The undersigned hereby
notifies you that, as of the Closing Date:


 


1.            Wells Fargo Bank,
National Association, as Trustee under the C3 PSA, is the holder of [a][the] [Soho-Tribeca Grand Hotel Portfolio][Westfield Trumbull][Westfield
Wheaton][Sterling & Milagro][WPC Department Store Portfolio] Companion Loan.


 


2.            You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer under the C3 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as Master Servicer under the C3 PSA, all reports, statements, documents, communications and other information
that are to be forwarded, delivered or otherwise made available to, the holder of the related [Soho-Tribeca Grand Hotel Portfolio][Westfield
Trumbull][Westfield Wheaton][Sterling & Milagro][WPC Department Store Portfolio] Companion Loan, under the Other Pooling and
Servicing Agreement, and the [Soho-Tribeca Grand Hotel Portfolio][Westfield Trumbull][Westfield Wheaton][Sterling & Milagro][WPC
Department Store Portfolio], as applicable.


 


3.            The contact information
for the C3 Trustee, the C3 Certificate Administrator, the C3 Master Servicer, the C3 Special Servicer, and the Companion Loan Holder
Representative with respect to the [Soho-Tribeca Grand Hotel Portfolio][Westfield Trumbull][Westfield Wheaton][Sterling & Milagro][WPC
Department Store Portfolio] Companion Loan are as follows:


 





	
         

        C3 Trustee:

         

         

         
	 	Wells Fargo Bank, National Association

9602 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention:  Corporate Trust Services, CSAIL 2015-C3
	C3 Certificate Administrator:	 	Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention:  CMBS – CSAIL 2015-C3
	C3 Master Servicer:	 	Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head



 



    	Exhibit EE-2



    	 



    


 





	 		 
	C3 Special Servicer:	 	
        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Jeff Krasnoff 

         

        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Niral Shah

         

        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Adam Singer 

	The [Soho-Tribeca Grand Hotel Portfolio][Westfield Trumbull][Westfield Wheaton][Sterling & Milagro][WPC Department Store Portfolio] Companion Loan Holder Representative	 	
         

        RREF II CMBS AIV, LP

        c/o Rialto Capital Management LLC

        600 Madison Avenue, 12th Floor

        New York, New York 10022

        Attention: Joseph Bachkosky

         

        RREF II CMBS AIV, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer 




 


4.            The C3 Trust
is subject to the reporting requirements of the Securities Exchange Act of 1934, as it may be amended from time to time.


 


5.            [FOR CSAIL 2015-C1:
The Soho-Tribeca Grand Hotel Portfolio Mortgage Loan and the Westfield Trumbull Mortgage Loan][FOR CSAIL 2015-C2: The Westfield
Wheaton Mortgage Loan and the Sterling & Milagro Mortgage Loan] [are][are not] Significant Obligors with respect to the C3
Trust.


 


6.            A copy of an
executed version of the C3 PSA will be available upon request.


 



    	Exhibit EE-3



    	 



    

 





	 	 	 
	 	Very truly yours,
	 	 
	 	By:	 
	 	Name:
	 	Title:


 



    	Exhibit EE-4



    	 



    

 


EXHIBIT FF


 


MORTGAGE LOANS WITH ESCROWS, RESERVES,
HOLDBACKS AND RELATED LETTERS OF CREDIT EXCEEDING 10% OF THE INITIAL PRINCIPAL BALANCE


 


Hampton Inn – Point Loma


 


Hilton Arden West


 




    	Exhibit FF-1



    	 



    


 


EXHIBIT GG


 


FORM OF NOTICE REGARDING MEZZANINE LOAN
DEFAULT


 


Wells Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust Services, CSAIL 2015-C3


 


Attention: CMBS – CSAIL 2015-C3 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2015-C3


 


In accordance with
the definition of “Investor Certification” in the Pooling and Servicing Agreement, dated as of August 1, 2015 (the
“Pooling and Servicing Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha
Surveillance LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
and Rialto Capital Advisors, LLC, as Special Servicer, with respect to the above-referenced certificates, the undersigned hereby
notifies you that it has received notice that the following Mezzanine Lender has accelerated the Mezzanine Loan secured by equity
interests in the Mortgagor identified below and/or have commenced foreclosure proceedings against the related mezzanine collateral:


 


	Mezzanine Lender	Mortgagor Name	Mortgaged Property Name
	[_______]	[_______]	[_______]


  


As set forth in the
Pooling and Servicing Agreement, you are required to cause such Mezzanine Lender to re-submit any Investor Certification previously
delivered by such Mezzanine Lender, prior to allowing it access to the information on the Certificate Administrator’s website,
to the extent such information is accessible only to Privileged Persons.


 


Capitalized terms used
but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.





	 	 	 
	 	Rialto Capital Advisors, LLC	 
	 	 	 
	 	Name:	 
	 	Title:	 



 



    	Exhibit GG-1



    	 



    

 


EXHIBIT HH


 


MORTGAGE LOANS AS TO WHICH A NOTE REGISTER
IS TO BE MAINTAINED


 


Hendry Multifamily Portfolio


American Self Storage Portfolio


 



    	Exhibit HH-1