Exhibit 4.5


 


 





CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES
CORP.,

as Depositor


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


TORCHLIGHT
LOAN SERVICES, LLC,

as Special Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee


 


and


 


PARK BRIDGE LENDER SERVICES LLC,

as Operating Advisor and Asset Representations Reviewer


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


December 1, 2016


 


CSMC 2016-NXSR Commercial Mortgage Trust,

Commercial Mortgage Pass-Through Certificates


 


Series 2016-NXSR


 




     


     


    

 


TABLE OF CONTENTS


 


Page





	 	 	 
	ARTICLE I
	 	 	 
	DEFINITIONS
	 	 	 
	Section 1.01	Defined Terms	8
	Section 1.02	Certain Calculations	136
	Section 1.03	Certain Constructions	138
	 	 	 
	ARTICLE II
	 	 	 
	CONVEYANCE OF MORTGAGE LOANS;
	ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	139
	Section 2.02	Acceptance by Trustee	144
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Mortgage Loan
    Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and
    Warranties	149
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	165
	Section 2.05	Creation of the Grantor Trust	166
	 	 	 
	ARTICLE III
	 	 	 
	ADMINISTRATION AND
	SERVICING OF THE TRUST FUND
	 	 	 
	Section 3.01	The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans and REO Properties	166
	Section 3.02	Collection of Mortgage Loan Payments	174
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	179
	Section 3.04	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Regular Interest Distribution Account, the Class R Grantor Trust Specific Distribution Account and the Gain-on-Sale Reserve Account	183
	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	190
	Section 3.06	Investment of Funds in the Collection Account and the REO Account	201







 






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	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	203
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	208
	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	213
	Section 3.10	Trustee and Custodian to Cooperate; Release of Mortgage Files	217
	Section 3.11	Servicing Compensation	218
	Section 3.12	Inspections; Collection of Financial Statements	224
	Section 3.13	Access to Certain Information	229
	Section 3.14	Title to REO Property; REO Account	243
	Section 3.15	Management of REO Property	244
	Section 3.16	Sale of Defaulted Loans and REO Properties	247
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	254
	Section 3.18	Modifications, Waivers, Amendments and Consents	256
	Section 3.19	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	265
	Section 3.20	Sub-Servicing Agreements	271
	Section 3.21	Interest Reserve Account	275
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with the Master Servicer and the Special Servicer	275
	Section 3.23	Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party	275
	Section 3.24	Intercreditor Agreements	280
	Section 3.25	Rating Agency Confirmation	283
	Section 3.26	The Operating Advisor	285
	Section 3.27	Companion Paying Agent	293
	Section 3.28	Companion Register	293
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans	294
	Section 3.30	[Reserved]	295
	Section 3.31	[Reserved]	295
	Section 3.32	[Reserved]	295
	Section 3.33	Delivery of Excluded Information to the Certificate Administrator	295
	 	 	 
	ARTICLE IV
	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 
	Section 4.01	Distributions	296
	Section 4.02	Distribution Date Statement; CREFC® Investor Reporting Packages; Grant of Power of Attorney	307
	Section 4.03	P&I Advances	314
	Section 4.04	Allocation of Realized Losses	316
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	318
	Section 4.06	Grantor Trust Reporting	324
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	326







 






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	Section 4.08	Secure Data Room	329
	 	 	 
	ARTICLE V
	 	 	 
	THE CERTIFICATES
	 	 	 
	Section 5.01	The Certificates	330
	Section 5.02	Form and Registration	331
	Section 5.03	Registration of Transfer and Exchange of Certificates	334
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	342
	Section 5.05	Persons Deemed Owners	342
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	342
	Section 5.07	Maintenance of Office or Agency	343
	Section 5.08	Appointment of Certificate Administrator	343
	Section 5.09	Exchanges of Exchangeable Groups of Certificates	344
	Section 5.10	Voting Procedures	347
	 	 	 
	ARTICLE VI
	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE

OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE

DIRECTING CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION

PARTY
	 	 	 
	Section 6.01	Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	348
	Section 6.02	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	354
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	354
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	356
	Section 6.05	Depositor, Master Servicer and Special Servicer Not to Resign	361
	Section 6.06	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	362
	Section 6.07	The Master Servicer and the Special Servicer as Certificate Owner	362
	Section 6.08	The Directing Certificateholder and the Risk Retention Consultation Party	362
	Section 6.09	Knowledge of Wells Fargo Bank, National Association	369







 






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	ARTICLE VII
	 	 	 
	SERVICER TERMINATION EVENTS
	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	369
	Section 7.02	Trustee to Act; Appointment of Successor	377
	Section 7.03	Notification to Certificateholders	379
	Section 7.04	Waiver of Servicer Termination Events	380
	Section 7.05	Trustee as Maker of Advances	380
	 	 	 
	ARTICLE VIII
	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	381
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	382
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	384
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	385
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	385
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	386
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	387
	Section 8.08	Successor Trustee or Certificate Administrator	390
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	390
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	391
	Section 8.11	Appointment of Custodians	392
	Section 8.12	Representations and Warranties of the Trustee	392
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	393
	Section 8.14	Representations and Warranties of the Certificate Administrator	394
	Section 8.15	Compliance with the PATRIOT Act	395
	 	 	 
	ARTICLE IX
	 	 	 
	TERMINATION
	 	 	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	395
	Section 9.02	Additional Termination Requirements	399
	 	 	 
	ARTICLE X
	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 	 	 
	Section 10.01	REMIC Administration	400




 






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	Section 10.02	Use of Agents	404
	Section 10.03	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	404
	Section 10.04	Appointment of REMIC Administrators	404
	 	 	 
	ARTICLE XI
	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 
	Section 11.01	Intent of the Parties; Reasonableness	405
	Section 11.02	Succession; Subcontractors	406
	Section 11.03	Filing Obligations	408
	Section 11.04	Form 10-D and Form ABS-EE Filings	409
	Section 11.05	Form 10-K Filings	413
	Section 11.06	Sarbanes-Oxley Certification	416
	Section 11.07	Form 8-K Filings	417
	Section 11.08	Form 15 Filing	419
	Section 11.09	Annual Compliance Statements	419
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	421
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	423
	Section 11.12	[Reserved]	424
	Section 11.13	Indemnification	425
	Section 11.14	Amendments	427
	Section 11.15	Regulation AB Notices	427
	Section 11.16	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	428
	Section 11.17	[Reserved]	432
	Section 11.18	Impact of Cure Period	432
	 	 	 
	ARTICLE XII
	 	 	 
	THE ASSET REPRESENTATIONS REVIEWER
	 	 	 
	Section 12.01	Asset Review	433
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	439
	Section 12.03	Resignation of the Asset Representations Reviewer	440
	Section 12.04	Restrictions of the Asset Representations Reviewer	440
	Section 12.05	Termination of the Asset Representations Reviewer	441
	 	 	 
	ARTICLE XIII
	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 
	Section 13.01	Amendment	444
	Section 13.02	Recordation of Agreement; Counterparts	448




 






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	Section 13.03	Limitation on Rights of Certificateholders	449
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	449
	Section 13.05	Notices	450
	Section 13.06	Severability of Provisions	456
	Section 13.07	Grant of a Security Interest	456
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	457
	Section 13.09	Article and Section Headings	457
	Section 13.10	Notices to the Rating Agencies	457







 






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EXHIBITS


 





	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-SB Certificate
	Exhibit A-6	Form of Class X-A Certificate
	Exhibit A-7	Form of Class X-B Certificate
	Exhibit A-8	Form of Class X-E Certificate
	Exhibit A-9	Form of Class X-F Certificate
	Exhibit A-10	Form of Class X-NR Certificate
	Exhibit A-11	Form of Class A-S Certificate
	Exhibit A-12	Form of Class B Certificate
	Exhibit A-13	Form of Class C Certificate
	Exhibit A-14	Form of Class D Certificate
	Exhibit A-15	Form of Class E Certificate
	Exhibit A-16	Form of Class F Certificate
	Exhibit A-17	Form of Class NR Certificate
	Exhibit A-18	Form of Class R Certificate
	Exhibit A-19	Form of Class Z Certificate
	Exhibit A-20	Form of Class V1-A Certificate
	Exhibit A-21	Form of Class V1-B Certificate
	Exhibit A-22	Form of Class V1-C Certificate
	Exhibit A-23	Form of Class V1-D Certificate
	Exhibit A-24	Form of Class V1-E Certificate
	Exhibit A-25	Form of Class V2 Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Investment Representation Letter
	Exhibit D–1	Form of Transferee Affidavit for Transfers of Class R Certificates
	Exhibit D–2	Form of Transferor Letter for Transfers of Class R Certificates
	Exhibit D–3	Form of Transferee Certificate for Transfers of RRI Interest
	Exhibit D–4	Form of Transferor Certificate for Transfers of RRI Interest
	Exhibit E	Form of Request for Release
	Exhibit F-1	Form of ERISA Representation Letter Regarding ERISA Restricted Certificates
	Exhibit F-2	Form of ERISA Representation Letter Regarding Class R Certificates and Class Z Certificates
	Exhibit G	Form of Distribution Date Statement
	Exhibit H	Form of Omnibus Assignment
	Exhibit I	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate During Restricted Period
	Exhibit J	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After Restricted Period
	Exhibit K	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period










 






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	Exhibit L	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit M	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	Exhibit N	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	Exhibit O	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	Exhibit P-1A	Form of Investor Certification for Non-Borrower Party and/or the Risk Retention Consultation Party (for Persons Other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder, the Risk Retention Consultation Party and/or a Controlling Class Certificateholder)
	Exhibit P-1D	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1E	Form of Notice of Excluded Controlling Class Holder
	Exhibit P-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit P-1G	Form of Certification of the Directing Certificateholder
	Exhibit P-1H	Form of Certification of the Risk Retention Consultation Party
	Exhibit P-2	Form of Certification for NRSROs
	Exhibit P-3	Online Market Data Provider Certification
	Exhibit Q	Custodian Certification/Exception Report
	Exhibit R-1	Form of Power of Attorney –  Master Servicer
	Exhibit R-2	Form of Power of Attorney –  Special Servicer
	Exhibit S	Initial Companion Holders
	Exhibit T	Form of Notice Relating to the Non-Serviced Mortgage Loans
	Exhibit U	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit V	Form of Operating Advisor Annual Report
	Exhibit W	Form of Notice from Operating Advisor Recommending Replacement of Special Servicer
	Exhibit X	Form of Confidentiality Agreement
	Exhibit Y	Form Certification to be Provided with Form 10-K
	Exhibit Z-1	Form of Certification to be Provided to Depositor by Certificate Administrator
	Exhibit Z-2	Form of Certification to be Provided to Depositor by Master Servicer
	Exhibit Z-3	Form of Certification to be Provided to Depositor by Special Servicer
	Exhibit Z-4	Form of Certification to be Provided to Depositor by Trustee
	Exhibit Z-5	Form of Certification to be Provided to Depositor by Operating Advisor
	Exhibit Z-6	Form of Certification to be Provided to Depositor by Custodian
	Exhibit Z-7	Form of Certification to be Provided to Depositor by Asset Representations Reviewer
	Exhibit AA	Servicing Criteria to be Addressed in Assessment of Compliance







 






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	Exhibit BB	Additional Form 10-D Disclosure
	Exhibit CC	Additional Form 10-K Disclosure
	Exhibit DD	Form 8-K Disclosure Information
	Exhibit EE	Additional Disclosure Notification
	Exhibit FF	Initial Sub-Servicers
	Exhibit GG	Servicing Function Participants
	Exhibit HH	Form of Annual Compliance Statement
	Exhibit II	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit JJ	CREFC® Payment Information
	Exhibit KK	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	[Reserved]
	Exhibit MM	Additional Disclosure Notification (Accounts)
	Exhibit NN	Form of Notice of Purchase of Controlling Class Certificate
	Exhibit OO	Form of Asset Review Report
	Exhibit PP	Form of Asset Review Report Summary
	Exhibit QQ	Form of Asset Review Procedures
	Exhibit RR	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit SS	Form of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]
	Exhibit TT	Form of Notice of Exchange of Exchangeable Groups of Certificates
	Exhibit UU	REMIC Declaration for Vinings Village Mortgage Loan
	Exhibit VV	REMIC Declaration or Jameel Road and Kirkwood Center Mortgage Loan







 




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SCHEDULES


 





	Schedule 1	Mortgage Loans With Additional Debt
	Schedule 2	Class A-SB Planned Principal Balance Schedule
	Schedule 3	Mortgage Loans With “Performance”, “Earn-Out” or “Holdback” Escrows or Reserves Exceeding 10% of the Initial Principal Balance
	Schedule 4	Mortgage Loan Subject to Loan Seller Defeasance Rights and Obligations







 




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


 


PRELIMINARY STATEMENT:


 


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


 


In addition, a REMIC
election will be made with respect to the Vinings Village Mortgage Loan (the “Vinings Village Loan REMIC” ),
created pursuant to a REMIC declaration effective as of November 2, 2016, by Pillar Multifamily LLC and attached to this Agreement
as Exhibit UU (the “Vinings Village Loan REMIC Declaration”). Pursuant to the Vinings Village Loan REMIC
Declaration, the Vinings Village Loan REMIC has issued (i) the Vinings Village Loan REMIC Regular Interest, which constitutes the
“regular interest” in such REMIC, and (ii) the Vinings Village Loan REMIC Residual Interest as the sole class of “residual
interests” in such REMIC, which will be held in the Grantor Trust, beneficial ownership of which will be represented by the
Class R Certificates. For federal income tax purposes, payments made, and amounts deposited into the Collection Account, in respect
of the Vinings Village Mortgage Loan will be deemed to be made on the Vinings Village Loan REMIC Regular Interest represented by
such Mortgage Loan as set forth in the related REMIC Declaration.


 


In addition, a REMIC
election will be made with respect to the Jameel Road and Kirkwood Center Mortgage Loan (the “Jameel Road and Kirkwood
Center Loan REMIC” and, collectively with the Vinings Village Loan REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC,
the “Trust REMICs”), created pursuant to a REMIC declaration effective as of November 2, 2016, by Pillar Multifamily
LLC and attached to this Agreement as Exhibit VV (the “Jameel Road and Kirkwood Center Loan REMIC Declaration”).
Pursuant to the Jameel Road and Kirkwood Center Loan REMIC Declaration, the Jameel Road and Kirkwood Center Loan REMIC has issued
(i) the Jameel Road and Kirkwood Center Loan REMIC Regular Interest, which constitutes the “regular interest” in such
REMIC, and (ii) the Jameel Road and Kirkwood Center Loan REMIC Residual Interest as the sole class of “residual interests”
in such REMIC, which will be held in the Grantor Trust, beneficial ownership of which will be represented by the Class R Certificates.
For federal income tax purposes, payments made, and amounts deposited into the Collection Account, in respect of the Jameel Road
and Kirkwood Center Mortgage Loan will be deemed to be made on the Jameel Road and Kirkwood Center


 






    -1-


     


    

 


Loan
REMIC Regular Interest represented by such Mortgage Loan as set forth in the related REMIC Declaration.


 


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


 


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


 


LOWER-TIER REMIC


 


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


 






    -2-


     


    

 


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


 


	Class
    Designation	 	Interest Rate
    or Pass-Through Rate	 	Original Lower-Tier
 Principal Amount
	Class LA-1	 	(1)	 	$	22,779,000	 
	Class LA-2	 	(1)	 	$	85,980,000	 
	Class LA-3	 	(1)	 	$	65,000,000	 
	Class LA-4	 	(1)	 	$	224,907,000	 
	Class LA-SB	 	(1)	 	$	26,116,000	 
	Class LA-S	 	(1)	 	$	30,342,000	 
	Class LB	 	(1)	 	$	40,961,000	 
	Class LC	 	(1)	 	$	31,100,000	 
	Class LD	 	(1)	 	$	31,100,000	 
	Class LE	 	(1)	 	$	18,963,000	 
	Class LF	 	(1)	 	$	6,827,000	 
	Class LNR	 	(1)	 	$	22,757,039	 
	Class LR	 	None(2)	 	 	None	 



 


 






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



 


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



 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue the Regular Interests, which are designated as the “regular interests”
in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC also will issue the uncertificated Class UR Interest, which
is the sole Class of “residual interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented
by the Class R Certificates.


 


THE GRANTOR TRUST


 


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


 


THE CERTIFICATES


 


The following table
sets forth the Class designation and initial Certificate Balance or initial Notional Amount of each Class of Regular Interests
(collectively, the “Corresponding 


 






    -3-


     


    

 


Regular
Interests”), and the corresponding Lower-Tier Regular Interest (the “Corresponding Lower-Tier Regular
Interests”) and the corresponding Classes of Certificates (the “Corresponding
Certificates”).


 


	Corresponding

        Regular Interests(1)(2)
	Initial
        Certificate Balance or Notional Amount
	Corresponding
        Lower-Tier Regular Interests(1)
	Initial
        Lower-Tier Principal Balance
	Corresponding Certificates

        

	Class
    A-1 Regular Interest	$22,779,000	LA-1	$22,779,000	Class
    A-1

    Class V1-A

    Class V2
	Class
    A-2 Regular Interest	$85,980,000	LA-2	$85,980,000	Class
    A-2

    Class V1-A

    Class V2
	Class
    A-SB Regular Interest	$26,116,000	LA-SB	$26,116,000	Class
    A-SB

    Class V1-A

    Class V2
	Class
    A-3 Regular Interest	$65,000,000	LA-3	$65,000,000	Class
    A-3

    Class V1-A

    Class V2
	Class
    A-4 Regular Interest	$224,907,000	LA-4	$224,907,000	Class
    A-4

    Class V1-A

    Class V2
	Class
    X-A Regular Interest	$455,124,000(2)	N/A	N/A	Class
    X-A

    Class V1-A

    Class V2
	Class
    X-B Regular Interest	$40,961,000(2)	N/A	N/A	Class
    X-B

    Class V1-B

    Class V2
	Class
    X-E Regular Interest	$18,963,000(2)	N/A	N/A	Class
    X-E

    Class V1-E

    Class V2
	Class
    X-F Regular Interest	$6,827,000(2)	N/A	N/A	Class
    X-F

    Class V1-E

    Class V2
	Class
    X-NR Regular Interest	$22,757,039(2)	N/A	N/A	Class
    X-NR

    Class V1-E

    Class V2
	Class
    A-S Regular Interest	$30,342,000	LA-S	$30,342,000	Class
    A-S

    Class V1-A

    Class V2
	Class
    B Regular Interest	$40,961,000	LB	$40,961,000	Class
    B

    Class V1-B

    Class V2
	Class
    C Regular Interest	$31,100,000	LC	$31,100,000	Class
    C

    Class V1-C

    Class V2
	Class
    D Regular Interest	$31,100,000	LD	$31,100,000	Class
    D

    Class V1-D

    Class V2
	Class
    E Regular Interest	$18,963,000	LE	$18,963,000	Class
    E

    Class V1-E

    Class V2
	Class
    F Regular Interest	$6,827,000	LF	$6,827,000	Class
    F

    Class V1-E

    Class V2
	Class
    NR Regular Interest	$22,757,039	LG	$22,757,039	Class
    NR

    Class V1-E

    Class V2


 





 



 


		(1)	The
                                         Lower-Tier Regular Interest that corresponds to any particular Class of Regular Interest
                                         also correspond to each other and, accordingly, constitute the (i) Corresponding
                                         Lower-Tier Regular Interest and (ii) Corresponding Regular Interest, respectively,
                                         with respect to each other.



 






    -4-


     


    

 


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



 


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


 


	
        Class
	
         

        Initial Certificate 

Balance
or Notional 

Amount(1)
	
        Initial Maximum 

Balance(2)

	Class A-1	$     22,779,000	$     22,779,000
	Class A-2	$     85,980,000	$     85,980,000
	Class A-SB	$     26,116,000	$     26,116,000
	Class A-3	$     65,000,000	$     65,000,000
	Class A-4	$   224,907,000	$   224,907,000
	Class X-A	$455,124,000(4)	$455,124,000(4)
	Class X-B	$  40,961,000(4)	$  40,961,000(4)
	Class X-E	$  18,963,000(4)	$  18,963,000(4)
	Class X-F	$    6,827,000(4)	$    6,827,000(4)
	Class X-NR	$  22,757,039(4)	$  22,757,039(4)
	Class A-S	$     30,342,000	$     30,342,000
	Class B	$     40,961,000	$     40,961,000
	Class C	$     31,100,000	$     31,100,000
	Class D	$     31,100,000	$     31,100,000
	Class E	$     18,963,000	$     18,963,000
	Class F	$       6,827,000	$       6,827,000
	Class NR	$     22,757,039	$     22,757,039
	Class V1-A	$0	$  455,124,000
	Class V1-B	$0	$    40,961,000
	Class V1-C	$0	$    31,100,000
	Class V1-D	$0	$    31,100,000
	Class V1-E	$0	$    48,547,039
	Class V2	$0	$  606,832,039


 

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



 


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



 


The Class X-A, Class
X-B, Class X-E, Class X-F, Class X-NR, Class Z and Class R Certificates do not have Certificate Balances. Additionally, the
Class Z and Class R Certificates do not have Notional Amounts. The Certificate Balance of any Class of Certificates (other
than the Class X Certificates and the Class Z and Class R Certificates) or Regular Interest outstanding at any time represents
the maximum amount which holders thereof are entitled to receive as distributions allocable to principal from the cash flow on
the Mortgage Loans and the other assets in the Trust Fund; provided that if amounts previously allocated as Realized Losses,
to a Class of Certificates or Regular Interest in reduction of the Certificate Balance thereof are


 






    -5-


     


    

 


subsequently
recovered (including without limitation after the reduction of the Certificate Balance of such Class to zero), such Class may
receive distributions in respect of such recoveries in accordance with the priorities set forth in Section 4.04(a) of this
Agreement.


 


Pursuant to the Underwriting
Agreement and the Certificate Purchase Agreement, NREC is purchasing from the Underwriters or the Initial Purchasers, as the case
may be, the respective portions of the Certificate Balance, the Notional Amount or Percentage Interest, as applicable, of each
Class of Certificates set forth below:


	
        Class 

of Certificates(1)
	 	 
	
        Certificate Balance, Notional


Amount or Percentage Interest
	 
	Class A-1 	$   1,139,000	 
	Class A-2 	$   4,299,000	 
	Class A-3 	$   3,250,000	 
	Class A-4 	$ 11,246,000	 
	Class A-SB 	$   1,306,000	 
	Class X-A 	$ 22,758,000	 
	Class X-B 	$   2,049,000	 
	Class A-S 	$   1,518,000	 
	Class B 	$   2,049,000	 
	Class C 	$   1,555,000	 
	Class X-E 	$      949,000	 
	Class X-F 	$      342,000	 
	Class X-NR 	$   1,138,039	 
	Class D 	$   1,555,000	 
	Class E 	$      949,000	 
	Class F 	$      342,000	 
	Class NR 	$   1,138,039	 
	Class Z 	5.0%	 


 

		(1)	The Certificates that NREC is purchasing pursuant to the Underwriting Agreement and/or the Certificate
Purchase Agreement, as such Certificates may be exchanged pursuant to Section 5.09, are referred to in this Agreement collectively
as the “RRI Interest”.



 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $606,832,040.


 


The Novo Nordisk Companion
Loans, the Gurnee Mills Companion Loans, the Rentar Plaza Companion Loans, the Greenwich Office Park Companion Loan, the Wolfchase
Galleria Companion Loans, the 681 Fifth Avenue Companion Loans, the QLIC Companion Loans, the QLIC Subordinate Companion Loan,
the Federal Way Crossings Companion Loans and the MY Portfolio Companion Loan (each a “Companion Loan” and collectively,
the “Companion Loans”) are not part of the Trust Fund, but are each secured by the applicable Mortgage that
secures the related Mortgage Loan that is part of the Trust Fund. As and to the extent provided herein, any Companion Loan (other
than any Non-Serviced Companion Loan) will be serviced and administered in accordance with this Agreement. Amounts attributable
to


 






    -6-


     


    

 


any
Companion Loan will not be part of the Trust Fund, and (except to the extent that such amounts are payable or reimbursable to
any party to this Agreement) will be owned by the related Companion Loan Holders.


 


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


 


The Gurnee Mills Whole
Loan consists of the Gurnee Mills Mortgage Loan and the Gurnee Mills Companion Loans. The Gurnee Mills Mortgage Loan and the Gurnee
Mills Companion Loans are pari passu with each other. The Gurnee Mills Mortgage Loan is part of the Trust Fund. The Gurnee
Mills Companion Loans are not part of the Trust Fund. The Gurnee Mills Mortgage Loan and the Gurnee Mills Companion Loans will
be serviced and administered in accordance with the CSAIL 2016-C7 Pooling and Servicing Agreement and the Gurnee Mills Co-Lender
Agreement.


 


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


 


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


 


The Wolfchase Galleria
Whole Loan consists of the Wolfchase Galleria Mortgage Loan and the Wolfchase Galleria Companion Loans. The Wolfchase Galleria
Mortgage Loan and the Wolfchase Galleria Companion Loans are pari passu with each other. The Wolfchase Galleria Mortgage
Loan is part of the Trust Fund. The Wolfchase Galleria Companion Loans are not part of the Trust Fund. The Wolfchase Galleria Mortgage
Loan and the Wolfchase Galleria Companion Loans will be serviced and administered in accordance with the MSC 2016-UBS12 Pooling
and Servicing Agreement and the Wolfchase Galleria Co-Lender Agreement.


 


The 681 Fifth Avenue
Whole Loan consists of the 681 Fifth Avenue Mortgage Loan and the 681 Fifth Avenue Companion Loans. The 681 Fifth Avenue Mortgage
Loan and the 681 Fifth Avenue Companion Loans are pari passu with each other. The 681 Fifth Avenue Mortgage Loan is part
of the Trust Fund. The 681 Fifth Avenue Companion Loans are not part of the Trust Fund. The 681 Fifth Avenue Mortgage Loan and
the 681 Fifth Avenue Companion


 






    -7-


     


    

 


Loans
will be serviced and administered in accordance with the MSC 2016-UBS12 Pooling and Servicing Agreement and the 681 Fifth Avenue
Co-Lender Agreement.


 


The QLIC Whole Loan consists
of the QLIC Mortgage Loan, the QLIC Companion Loans and the QLIC Subordinate Companion Loan. The QLIC Mortgage Loan and the QLIC
Companion Loans are pari passu with each other. The QLIC Subordinate Companion Loan is subordinate to the QLIC Mortgage
Loan. The QLIC Companion Loans and the QLIC Subordinate Companion Loan are not part of the Trust Fund. The QLIC Mortgage Loan,
the QLIC Companion Loans and the QLIC Subordinate Companion Loan will be serviced and administered in accordance the WFCM 2016-NXS6
Pooling and Servicing Agreement and the QLIC s Co-Lender Agreement.


 


The Federal Way Crossings
Whole Loan consists of the Federal Way Crossings Mortgage Loan and the Federal Way Crossings Companion Loans. The Federal Way Crossings
Mortgage Loan and the Federal Way Crossings Companion Loans are pari passu with each other. The Federal Way Crossings Mortgage
Loan is part of the Trust Fund. The Federal Way Crossings Companion Loans are not part of the Trust Fund. The Federal Way Crossings
Mortgage Loan and the Federal Way Crossings Companion Loans will be serviced and administered in accordance with the MSC 2016-UBS12
Pooling and Servicing Agreement and the Federal Way Crossings Co-Lender Agreement.


 


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


 


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


 


Article I



DEFINITIONS


 


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


 


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


 


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


 


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


 






    -8-


     


    

 


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


 


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


 


“681 Fifth Avenue
Co-Lender Agreement”: That certain Agreement Between Noteholders, dated as of November 4, 2016, by and between the holders
of the 681 Fifth Avenue Companion Loans and the holder of the 681 Fifth Avenue Mortgage Loan, relating to the relative rights of
such holders of the 681 Fifth Avenue Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“681 Fifth Avenue
Companion Loans”: With respect to the 681 Fifth Avenue Whole Loan, the Companion Loans evidenced by the related promissory
notes A-1, A-2, A-4, A-5 and A-6 made by the related Mortgagor and secured by the Mortgage on the 681 Fifth Avenue Mortgaged Property,
which are not included in the Trust and which are pari passu in right of payment with the 681 Fifth Avenue Mortgage Loan
to the extent set forth in the 681 Fifth Avenue Co-Lender Agreement.


 


“681 Fifth Avenue
Mortgage Loan”: With respect to the 681 Fifth Avenue Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 13 on the Mortgage Loan Schedule), which is designated as promissory note A-3, and is pari passu in
right of payment with the 681 Fifth Avenue Companion Loans to the extent set forth in the 681 Fifth Avenue Co-Lender Agreement.


 


“681 Fifth Avenue
Mortgaged Property”: The Mortgaged Property that secures the 681 Fifth Avenue Whole Loan.


 


“681 Fifth Avenue
Whole Loan”: The 681 Fifth Avenue Mortgage Loan, together with the 681 Fifth Avenue Companion Loans, each of which is
secured by the same Mortgage on the 681 Fifth Avenue Mortgaged Property. References herein to the 681 Fifth Avenue Whole Loan shall
be construed to refer to the aggregate indebtedness under the 681 Fifth Avenue Mortgage Loan and the 681 Fifth Avenue Companion
Loans.


 


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


 


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan,


 






    -9-


     


    

 


relating
to the relative rights of such holders of the related AB Whole Loan, as the same may be further amended in accordance with the
terms thereof. For the avoidance of doubt, the QLIC Intercreditor Agreement is the only AB Intercreditor Agreements related to
the Trust.


 


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


 


“AB Mortgage
Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the
Trust Fund. For the avoidance of doubt, the QLIC Mortgage Loan is an AB Mortgage Loan.


 


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


 


“AB Subordinate
Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note
made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust
and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan
documents and as provided in the related Intercreditor Agreement. For the avoidance of doubt, the QLIC Subordinate Companion Loan
is an AB Subordinate Companion Loan.


 


“AB Whole Loan”:
A Whole Loan that includes such Mortgage Loan and one or more related AB Subordinate Companion Loans. For the avoidance of doubt,
the QLIC Whole Loan is an AB Whole Loan.


 


“AB Whole Loan
Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Directing Lender” or similarly defined
party identified in the related AB Intercreditor Agreement. For the avoidance of doubt, there is no AB Whole Loan Controlling Holder
under this Agreement.


 


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


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan,
a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor
to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty
insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the
related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to


 






    -10-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    -11-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 






    -12-


     


    

 


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


 


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


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any Serviced
Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Master Servicer (prior
to the occurrence and continuance of a Consultation Termination Event, in consultation with the Directing Certificateholder (except
in the case of an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling
Class), and, after the occurrence and during the continuance of a Control Termination Event, in consultation with the Directing
Certificateholder (except with respect to any such Excluded Loan as to such Person) and the Operating Advisor and, after the occurrence
and during the continuance of a Consultation Termination Event, in consultation with the Operating Advisor), as of the first Determination
Date that is at least ten (10) Business Days following the date on which the Master Servicer receives from the Special Servicer
the related Appraisal or the Special Servicer’s valuation described below, equal to the excess of (a) the Stated Principal
Balance of that Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan, as the case may be, over (b)
the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined (1) by one or more
Appraisals obtained by the Special Servicer with respect to any Mortgage Loan (together with any other Mortgage Loan cross-collateralized
with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess
of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance) or (2) by an internal valuation performed
by the Special Servicer with respect to any Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such
Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000, minus, with
respect to any Appraisals, such downward adjustments as the Special Servicer may make (without implying any obligation to do so)
based upon its review of the Appraisal and any other information it deems relevant and (B) all escrows, letters of credit and reserves
in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation over (ii) the sum of, as
of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced by the Master Servicer
or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal
to its Mortgage Rate (and, with respect to any AB Whole Loan, including any accrued and unpaid interest on the related AB Subordinate
Companion Loan), (B) all P&I Advances on the related Mortgage Loan and all


 






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Servicing
Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan
or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced
Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents,
unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or not then due
and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents
and other amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable);
provided, however, without limiting the Special Servicer’s obligation to use reasonable efforts to obtain
such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal or performed such valuation, as
applicable, referred to above within sixty (60) days of the Appraisal Reduction Event (or with respect to the Appraisal Reduction
Events set forth in clauses (i) and (vi) of the definition of Appraisal Reduction Event, within one hundred twenty
(120) days (in the case of clause (i)) or ninety (90) days or one hundred twenty (120) days, as applicable (in the case
of clause (vi)) after the initial delinquency for the related Appraisal Reduction Event), the Appraisal Reduction Amount
shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced
Whole Loan, as applicable, until such time as such appraisal or valuation referred to above is received by the Special Servicer.
The Appraisal Reduction Amount shall be calculated as of the first Determination Date that is at least ten (10) Business Days
after receipt by the Master Servicer of such appraisal or valuation. Promptly upon the occurrence, but in any event within 60
days, of an Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive an Appraisal (the
cost of which shall be paid by the Master Servicer as a Servicing Advance) and the related Appraisal shall be promptly delivered
by the Special Servicer to the Master Servicer, the Directing Certificateholder (but in the case of the Directing Certificateholder,
only prior to the occurrence and continuance of a Consultation Termination Event), the Certificate Administrator and the Trustee.
In connection with any Appraisal Reduction Amount, the Special Servicer shall provide the Master Servicer with the information
as set forth in Section 4.05(c) within four (4) Business Days of its receipt of any such request. The Special Servicer
will not calculate Appraisal Reduction Amounts.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Asset Review
Standard”: The performance of the Asset Representations Reviewer of its duties under this Agreement in good faith subject
to the express terms of this Agreement. All determinations or assumptions made by the Asset Representations Reviewer in connection
with an Asset Review shall be made in the Asset Representations Reviewer’s good faith discretion and judgment based on the
facts and circumstances known to it at the time of such determination or assumption.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)          
the aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the
extent received by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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such
discount rate is greater than or equal to the lesser of the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, as applicable,
and the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will equal zero (provided that
if such discount rate is greater than or equal to the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, as applicable,
and is less than the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will be one (1)). The
Master Servicer shall provide to the Certificate Administrator the discount rate referenced above for purposes of calculating
the Base Interest Fraction.


 


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


 


“Borrower Party”:
A borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate.


 


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


 


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


 


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


 


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


 


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


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator
appointed hereunder.


 






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Wells
Fargo Bank, National Association shall perform the certificate administrator role through its Corporate Trust Services division.


 


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


 


“Certificate
Administrator/Trustee Fee Rate”: A rate equal to 0.01070% per annum.


 


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


 


“Certificate
Balance”: With respect to any Class of Certificates (other than any Class of Class X Certificates, the Class R Certificates
and the Class Z Certificates) or any Regular Interest (other than the Class X Regular Interests), subject to the next sentence,
(a) on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class,
as specified in the Preliminary Statement to this Agreement and (b) as of any date of determination after the first Distribution
Date, the Certificate Balance of such Class on the Distribution Date immediately prior to such date of determination pursuant to
Section 1.02(iii) less any distributions allocable to principal and any allocations of Realized Losses made thereon on such
prior Distribution Date. The initial and then-current Certificate Balance or Notional Amount, as applicable, of each Class of Certificates
subject to exchange in accordance with Section 5.09 will be subject to re-designation as between the applicable Classes
pursuant to Section 5.09.


 


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


 


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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that (1) solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to


 






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


 


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


 






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Certificate
Balance of the Certificates) of all Principal Balance Certificates on an aggregate basis.


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


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


 


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


 


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


 


“Class A-1 Pass-Through
Rate”: With respect to the Class A-1 Certificates and the Class A-1 Regular Interest and any Distribution Date, a per
annum rate equal to a fixed rate of 1.9708%.


 


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


 


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


 


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


 






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


 


“Class A-2 Pass-Through
Rate”: With respect to the Class A-2 Certificates and the Class A-2 Regular Interest and any Distribution Date, a per
annum rate equal to a fixed rate of 3.1055%.


 


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


 


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


 


“Class A-2 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-2 Percentage Interest of the Class
A-2 Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class A-2 Percentage Interest of the Class A-2 Regular Interest.


 


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


 


“Class A-3 Pass-Through
Rate”: With respect to the Class A-3 Certificates and the Class A-3 Regular Interest and any Distribution Date, a per
annum rate equal to a fixed rate of 3.5014%.


 


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


 


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


 


“Class A-3 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-3 Percentage Interest of the Class
A-3 Regular Interest and


 






    -24-


     


    

 


(ii) amounts
held from time to time in the Regular Interest Distribution Account that represent distributions of the Class A-3 Percentage Interest
of the Class A-3 Regular Interest.


 


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


 


“Class A-4 Pass-Through
Rate”: With respect to the Class A-4 Certificates and the Class A-4 Regular Interest and any Distribution Date, a per
annum rate equal to the lesser of 3.7948% and the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


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


 


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


 


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


 


“Class A-S Pass-Through
Rate”: With respect to the Class A-S Certificates and the Class A-S Regular Interest and any Distribution Date, a per
annum rate equal to the lesser of 4.0491% and the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


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


 






    -25-


     


    

 


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


 


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


 


“Class A-SB
Pass-Through Rate”: With respect to the Class A-SB Certificates and the Class A-SB Regular Interest and any Distribution
Date, a per annum rate equal to a fixed rate of 3.5653%.


 


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


 


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


 


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


 


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


 


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


 


“Class B Pass-Through
Rate”: With respect to the Class B Certificates and the Class B Regular Interest and any Distribution Date, a per
annum rate equal to the lesser of (i) 4.2506% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 






    -26-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -27-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -28-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -29-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class NR Certificate”:
A Certificate designated as “Class NR” on the face thereof, in the form of Exhibit A-17 hereto, representing
undivided beneficial interests in the Class NR Specific Grantor Trust Assets.


 


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


 


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


 






    -30-


     


    

 


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


 


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


 


“Class Percentage
Interest”: The Class A-1 Percentage Interest, the Class A-2 Percentage Interest, the Class A-SB Percentage Interest,
the Class A-3 Percentage Interest, the Class A-4 Percentage Interest, the Class X-A Percentage Interest, the Class X-B Percentage
Interest, the Class X-E Percentage Interest, the Class X-F Percentage Interest, the Class X-NR Percentage Interest, the Class A-S
Percentage Interest, the Class B Percentage Interest, the Class C Percentage Interest, the Class D Percentage Interest, the Class
E Percentage Interest, the Class F Percentage Interest, the Class NR Percentage Interest, the Class V1-A Percentage Interest, the
Class V1-B Percentage Interest, the Class V1-C Percentage Interest, the Class V1-D Percentage Interest, the Class V1-E Percentage
Interest and the Class V2 Percentage Interest.


 


“Class R Certificate”:
A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-18 hereto, and evidencing
(i) the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions and (ii) undivided
beneficial interests in the Class R Specific Grantor Trust Assets.


 


“Class R Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Vinings Village Loan REMIC Residual Interest,
(ii) the Jameel Road and Kirkwood Center Loan REMIC Residual Interest and (iii) the Class R Specific Distribution Account.


 


“Class R Specific
Distribution Account”: The Class R Specific Distribution Account shall be held solely for the benefit of the Holders
of the Class R Certificates. The Class R Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an
asset of the Grantor Trust.


 


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


 


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


 


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


 






    -31-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -32-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class V2 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V2 Percentage Interest of the Regular
Interests and the ARD Grantor Trust Assets, (ii) amounts held from time to time in the Regular Interest Distribution Account
that represent distributions of the Class V2 Percentage Interest of the Regular Interests and (iii) 





 






    -33-


     


    

 


amounts
held from time to time in the Excess Interest Distribution Account that represent distributions of the Class V2 Percentage Interest
of the ARD Grantor Trust Assets.


 


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


 


“Class X
Regular Interests”: The Class X-A, Class X-B, Class X-E, Class X-F and Class X-NR Regular Interests, collectively.


 


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


 


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


 


“Class X-A
Pass-Through Rate”: The Pass-Through Rate for Class X-A Certificates and the Class X-A Regular Interest for any Distribution
Date will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the weighted
average of the Pass-Through Rates on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S Regular Interests
for such Distribution Date, weighted on the basis of their respective Certificate Balances immediately prior to such Distribution
Date. The Pass-Through Rate applicable to the Class X-A Certificates and the Class X-A Regular Interest for the initial Distribution
Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 


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


 


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


 






    -34-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class X-E Regular
Interest”: The uncertificated interest corresponding to the Class X-E Certificates, the Class V1-E Certificates (to the
extent of the Class V1-E Percentage


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class X-NR
Certificate”: A Certificate designated as “Class X-NR” on the face thereof, in the form of Exhibit A-17
hereto, representing undivided beneficial interests in the Class NR Specific Grantor Trust Assets.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Closing Date”:
December 22, 2016.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 






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


 


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


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a)
on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association,
as Master Servicer on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of
CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-NXSR”. Any such account
or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account that each Companion
Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent set forth in the related
Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b) that is part of the Collection
Account shall be for the benefit of the related Companion Holder, to the extent funds on deposit in such subaccount are attributed
to such Companion Loan and shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust.


 


“Collection
Period”: With respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period commencing on the
day immediately succeeding the Due Date for such Mortgage Loan or Companion Loan occurring in the month preceding the month in
which that Distribution Date occurs or the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a
Due Date in such preceding month and ending on and


 






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


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Wells
Fargo Bank, National Association [or name of successor master servicer], as Companion Paying Agent, for the benefit of the Companion
Holders of the Companion Loans, relating to the CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2016-NXSR, Companion Distribution Account”. The Companion Distribution Account shall not be an asset of the Trust,
any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent on behalf of the Companion Holders.
Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent
are the same entity, the Companion Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


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


 


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


 


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


 


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


 


“Compensating
Interest Payments”: An aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate amount
of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage
Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan (in each case other than
a Specially Serviced Loan or any Mortgage Loan or related Serviced Pari Passu Companion Loan on which the Special Servicer allowed
a prepayment on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that
portion of the Master Servicer’s Servicing Fees for such Distribution Date that is, in


 






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


 


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


 


“Consultation
Termination Event”: At any date at which (i) no Class of Control Eligible Regular Interests exists where such Class’s
aggregate Certificate Balance is at least equal to 25% of the initial Certificate Balance of that Class, in each case, without
regard to the application of any Cumulative Appraisal Reduction Amounts or (ii) a Holder of a Class of Class E Corresponding
Certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise
any of the rights of the Controlling Class Certificateholder, and such rights have not been reinstated to a successor Controlling
Class Certificateholder pursuant to Section 3.23(l); provided that no Consultation Termination Event resulting solely
from the operation of clause (ii) shall be deemed to have existed or be in continuance with respect to a successor Holder of Class
of Class E Corresponding Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling
Class Certificateholder; provided, further, that a Consultation Termination Event shall not be deemed to be continuing
in the event the Certificate Balances of all Classes of Regular Interests (other than the Class X Regular Interests and the Control
Eligible Regular Interests) have been reduced to zero. With respect to Excluded Mortgage Loans with respect to a Controlling Class
Representative, a Consultation Termination Event shall be deemed to exist.


 






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


 


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


 


“Control Termination
Event”: The occurrence of (i) the Certificate Balance of the Class E Regular Interest (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section
4.08(a) hereof) being reduced to less than 25% of the initial Certificate Balance of such Class or (ii) a Holder of a Class
of Class E Corresponding Certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right,
in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to
a successor Controlling Class Certificateholder pursuant to Section 3.23(l); provided that a Control Termination
Event shall not be deemed to be continuing in the event the Certificate Balances of all Classes of Regular Interests (other than
the Class X Regular Interests and Control Eligible Regular Interests) have been reduced to zero. With respect to Excluded Mortgage
Loans related to the Controlling Class Representative, a Control Termination Event shall be deemed to exist.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Regular Interests then outstanding
that has a then aggregate Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to
such Class in accordance with Section 4.05(a) of this Agreement) at least equal to 25% of the initial Certificate Balance
of that Class or if no Class of Control Eligible Regular Interests meets the preceding requirement, the most senior Class of Control
Eligible Regular Interests. The Controlling Class as of the Closing Date will be the Class NR Regular Interest; provided
that if, at any time, the Certificate Balances of all Control Eligible Regular Interests, as notionally reduced by any Cumulative
Appraisal Reduction Amounts allocable to such Classes, have been reduced to zero, the Controlling Class shall be the most subordinate
Class of Control Eligible Regular Interests that has a principal balance greater than zero; provided, further, that
if at any time the Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class
C and Class D Regular Interests have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans,
then the “Controlling Class” shall be the most subordinate class of Control Eligible Regular Interests that has an
aggregate Certificate Balance greater than zero without regard to the application of Cumulative Appraisal Reduction Amounts to
notionally reduce the Certificate Balance of such Class.


 


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


 






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


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Bank, 600 South 4th
Street, 7th Floor, MAC: 19300-070, Minneapolis, Minnesota 55479-0113, Attention: CSMC 2016-NXSR; and (ii) with respect
to the Trustee at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee CSMC 2016-NXSR; and (iii) for all
other purposes, to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate
Trust Services (CMBS) CSMC 2016-NXSR, telecopy number (410) 715-2380.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report”: The monthly report in the “Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report” format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for the presentation of


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
NOI Adjustment Worksheet”: The worksheet in the “NOI Adjustment Worksheet” format substantially in the form
of and containing the information called for therein


 






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


 


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


 


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


 


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


 


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


 


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


 





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


 


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


 


“CREFC®
Servicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially
Serviced Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the
CREFC® in the “CREFC®


 






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Servicer
Watch List” format substantially in the form of and containing the information called for therein for the Mortgage Loans,
or such other form (including other portfolio review guidelines) for the presentation of such information as may be approved from
time to time by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the
Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan
Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and
the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed Underlying
Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the
greater of (a) the weighted average Debt Service


 






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


 


“CSAIL 2016-C7
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of November 1, 2016, among Credit Suisse
Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital
Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National
Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, entered
into in connection with the issuance of the Commercial Mortgage Pass-Through Certificates, Series 2016-C7.


 


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


 


“Cure/Contest
Period”: As defined in Section 12.01(b)(vii).


 


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


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which Person shall not be the Depositor, any of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate


 






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Administrator
shall be the initial Custodian. Wells Fargo Bank, National Association will perform its duties as Custodian hereunder through
its Document Custody division.


 


“Cut-off
Date”: With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in December 2016, or with respect
to any Mortgage Loan that has its first Due Date in January 2017, the date that would have otherwise been the related Due Date
in December 2016.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Definitive
Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class R Certificates,
Class Z Certificates, RRI Interest and any Certificate issued pursuant to Section 5.02(c) and Section 5.02(d)
shall (other than in the case of the initial issuance of the Certificates evidencing the RRI Interest) be Definitive Certificates.
For the avoidance of doubt, any RRI Interest shall at all times be evidenced by Definitive Certificates other than upon initial
issuance, as provided for in Section 5.03(i).


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(3)          a copy of the Mortgage;


 


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


 


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


 


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


 


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


 


(8)          legal description of the related Mortgaged Property;


 


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


 


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


 


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


 


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


 


(13)        the related Mortgagor tax ID;


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xiii)        all related environmental reports; and


 


(xiv)        all related environmental insurance policies;


 


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


 


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


 


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


 


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


 


(f)           a copy of (i) all Mortgagor’s certificates of hazard insurance and/or (ii) hazard insurance policies or other applicable
insurance policies (to the extent not


 






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previously
included as part of this definition), in each case, if any, delivered in connection with the closing of the related Mortgage Loan;


 


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


 


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


 


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


 


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


 


(k)          a copy of all zoning reports;


 


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


 


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


 


(n)          a copy of all UCC searches;


 


(o)          a copy of all litigation searches;


 


(p)          a copy of all bankruptcy searches;


 


(q)          a copy of the origination settlement statement;


 


(r)           a copy of any Insurance Consultant Report;


 


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


 


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


 


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


 


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


 


in each case, to the
extent that the originator received such documents or information in connection with the origination of such Mortgage Loan. In
the event any of the items identified above were not included or obtained in connection with the origination of such Mortgage Loan,
the Diligence File shall include a statement to that effect; provided that no information that is proprietary to the related
originator or Mortgage Loan Seller or any draft documents or privileged or internal communications shall constitute part of the
Diligence File. It is not required to include any of the same items identified above again if such items have already


 






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been
included under another clause of the definition of “Diligence File”, and the Diligence File shall include a statement
to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other documents or information as
part of the Diligence File that such Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer
to perform the Asset Review on such Mortgage Loan; provided that such documents or information are clearly labeled and
identified.


 


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


 


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


 


“Directly Operate”:
With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of
services to the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for
occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation
of such REO Property, the holding of such REO Property primarily for sale to customers, the use of such REO Property in a trade
or business conducted by the Trust or on behalf of a Companion Holder or the performance of any construction work on the REO


 






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Property,
other than through an Independent Contractor; provided, however, that an REO Property shall not be considered to
be Directly Operated solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes rental terms, chooses
tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures
with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


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


 


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


 


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


 


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


 


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


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing,
(iii) any organization that is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511
of the Code on


 






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unrelated
business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Class
R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric
and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership,”
as defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator
based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or
the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause any
Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The
terms “United States,” “State” and “international organization” shall have the meanings set
forth in Section 7701 of the Code or successor provisions.


 


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


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in January 2017. The initial
Distribution Date shall be January 18, 2017.


 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 






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


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term unsecured debt obligations of
which are rated at least “A2” by Moody’s, if the deposits are to be held in such account for thirty (30) days
or more, and the short-term debt obligations of which have a short-term rating of not less than “P-1” by Moody’s,
if the deposits are to be held in such account for less than thirty (30) days and (B) the long-term unsecured debt obligations
of which are rated at least “A” by Fitch (to the extent rated by Fitch), if the deposits are to be held in such account
for thirty (30) days or more and the short-term debt obligations have a short-term rating of not less than “F1”
by Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for less than thirty (30) days; (ii) an
account or accounts maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s
long-term unsecured debt rating shall be at least “A2” by Moody’s (if the deposits are to be held in the account
for more than thirty (30) days) and “A” by Fitch (if the deposits are to be held in the account for more than thirty
(30) days) or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating shall
be at least “P-1” by Moody’s (if the deposits are to be held in the account for thirty (30) days or less), “F2”
by Fitch (if the deposits are to be held in the account for thirty (30) days or less); (iii) such other account or accounts
that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in
clauses (i) – (ii) above, with respect to which a Rating Agency Confirmation has been obtained from each
Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account, which
account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special
Servicer; (iv) any other account or accounts not listed in clauses (i) – (iii) above with respect
to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special
Servicer; or (v) a segregated trust account or accounts maintained with the corporate trust department of a federal or state
chartered depository institution or trust company that has a long-term unsecured debt rating of at least “A2” from
Moody’s (if the deposits are to be held in the account for more than thirty (30) days) or a short-term unsecured debt rating
of at least “P-1” from Moody’s (if the deposits are to be held in the account for thirty (30) days or less) and
that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided that any state chartered depository
institution or trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b).
Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar
instrument.


 






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“Eligible Asset
Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of Moody’s, Fitch, KBRA, DBRS, S&P and Morningstar and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which Moody’s, Fitch, KBRA, DBRS, S&P
and Morningstar has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction
citing servicing or other relevant concerns with the special servicer, operating advisor or asset representations reviewer, as
applicable, as the sole or material factor in such rating action, (b) can and will make the representations and warranties set
forth in Section 6.01(d), (c) is not (and is not affiliated with) a Sponsor, a Mortgage Loan Seller, any originator,
the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder,
the Risk Retention Consultation Party or any of their respective Affiliates, (d) has not performed (and is not affiliated with
any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect
to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan
Seller, any Underwriter, any party to this Agreement, the Directing Certificateholder or the Risk Retention Consultation Party
or any of their respective Affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection
with any such services, and (e) that does not directly or indirectly, through one or more Affiliates or otherwise, own any interest
in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any
financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset
Representations Reviewer (or as Operating Advisor, if applicable).


 


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


 


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


 


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


 






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


 


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


 


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


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R or Class Z Certificate) that does not meet the requirements of Prohibited
Transaction Exemption 89-90 (as such exemption may be amended from time to time) as of the date of the acquisition of such Certificate
by a Plan. As of the Closing Date, each of the Class X-E, Class X-F, Class X-NR, Class E, Class F, Class NR, Class V1-E and Class
V2 Certificates is an ERISA Restricted Certificate.


 


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


 


“EU Risk Retention
Agreement”: The EU Credit Risk Retention Agreement, dated and effective as of the Closing Date, between NREC, the Trust,
the Depositor, the Trustee and the Certificate Administrator.


 


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


 


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


 


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National
Association, as Trustee, and the registered Holders of CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2016-NXSR, Class V1-E, Class V2 and Class Z Certificates, Excess Interest Distribution Account”, and
which must be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held
solely for the benefit of the Holders of the Class V1-E, Class V2 and Class Z Certificates. The Excess Interest Distribution Account
shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.




 






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


 


“Excess Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum
of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or
amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed
additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise
paid or reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously
incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed
from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding
clause (A), which expenses have been recovered from the related Mortgagor or otherwise. With respect to each of the
Master Servicer and the Special Servicer, the Excess Modification Fees collected and earned by such Person from the related Mortgagor
(taken in the aggregate with any other Excess Modification Fees collected and earned by such Person from the related Mortgagor
within the prior twelve (12) months of the collection of the current Excess Modification Fees) will be subject to a cap of
the greater of (i) 1.0% of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan, as applicable,
on the closing date of the related modification, extension, waiver or amendment (after giving effect to such modification, extension,
waiver or amendment) and (ii) $25,000.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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shall
be triggered solely by such information being delivered in the manner provided in Section 3.33.


 


“Excluded Loan”:
(a) With respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, a Mortgage Loan or
Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder or the Holder of the majority
of the Controlling Class is a Borrower Party, or (b) with respect to the Risk Retention Consultation Party or the Holder of the
majority of the RRI Interest, a Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Risk Retention
Consultation Party or the Holder of the majority of the RRI Interest is a Borrower Party. For the avoidance of doubt, any Excluded
Loan as to either the Directing Certificateholder or the Holder of the majority of the Controlling Class is also an Excluded Controlling
Class Loan. As of the Closing Date, there are no Excluded Loans related to the Trust.


 


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


 


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


 


“Excluded Special
Servicer Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Special Servicer
is a Borrower Party. For the avoidance of doubt, there are no Excluded Special Servicer Loans related to the Trust as of the Closing
Date.


 


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


 


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


 


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


 


“Federal Way
Crossings Co-Lender Agreement”: That certain Agreement Between Noteholders, dated as of December 7, 2016, by and between
the holders of the Federal Way Crossings Companion Loans and the holder of the Federal Way Crossings Mortgage Loan,


 






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relating
to the relative rights of such holders of the Federal Way Crossings Whole Loan, as the same may be amended in accordance with
the terms thereof.


 


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


 


“Federal Way
Crossings Mortgage Loan”: With respect to the Federal Way Crossings Whole Loan, the Mortgage Loan that is included in
the Trust (identified as Mortgage Loan No. 9 on the Mortgage Loan Schedule), which are designated as promissory notes A-2 and A-5,
and are pari passu in right of payment with the Federal Way Crossings Companion Loans to the extent set forth in the Federal
Way Crossings Co-Lender Agreement.


 


“Federal Way
Crossings Mortgaged Property”: The Mortgaged Property that secures the Federal Way Crossings Whole Loan.


 


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


 


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


 


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


 


“Final Recovery
Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
(if related to a Mortgage Loan other than an Excluded Loan as to such party and made prior to the occurrence and continuance of
a Consultation Termination Event), with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or Corrected
Loan or REO Property (other than a Mortgage Loan or


 






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REO
Property, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant to Section 6 of the
applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or other person pursuant to Section 3.16(b),
any Companion Holder or any mezzanine lender pursuant to Section 3.16 or (iii) the Master Servicer, the Special
Servicer, the Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant to Section 9.01)
that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments
or recoveries that, in the Special Servicer’s judgment, which judgment was exercised without regard to any obligation of
the Special Servicer to make payments from its own funds pursuant to Section 3.07(b), will ultimately be recoverable.
With respect to all Mortgage Loans that are not Excluded Loans with respect to the Directing Certificateholder or the Holder of
the majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event, the Directing
Certificateholder shall have ten (10) Business Days to review and approve each such recovery determination by the Special
Servicer; provided, however, that if the Directing Certificateholder fails to approve or disapprove any recovery
determination within ten (10) Business Days of receipt of the initial recovery determination, such consent shall be deemed
given.


 


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


 


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


 


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


 


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


 


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


 


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


 






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such
Mortgage Loan on the date on which Liquidation Proceeds were received. Gain-on-Sale Proceeds shall exclude any amounts allocated
as Yield Maintenance Charges, recovery of any late payment charges and Default Interest or recovery of any assumption fees and
Modification Fees pursuant to Section 3.02.


 


“Gain-on-Sale
Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the Gain-on-Sale Reserve
Account on such Distribution Date, and (ii) the Gain-on-Sale Entitlement Amount.


 


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


 


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


 


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


 


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


 


“Greenwich Office
Park Co-Lender Agreement”: That certain Agreement Between Noteholders, dated as of December 7, 2016, by and between the
holder of the Greenwich Office Park Companion Loan and the holder of the Greenwich Office Park Mortgage Loan, relating to the relative
rights of such holders of the Greenwich Office Park Whole Loan, as the same may be amended in accordance with the terms thereof.


 


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


 






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“Greenwich Office
Park Mortgage Loan”: With respect to the Greenwich Office Park Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 10 on the Mortgage Loan Schedule), which is designated as promissory note A-2, and is pari
passu in right of payment with the Greenwich Office Park Companion Loan to the extent set forth in the Greenwich Office Park
Co-Lender Agreement.


 


“Greenwich Office
Park Mortgaged Property”: The Mortgaged Property that secures the Greenwich Office Park Whole Loan.


 


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


 


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


 


“Gurnee Mills
Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of November 3, 2016, by and between the holders of the
Gurnee Mills Companion Loans and the holders of the Gurnee Mills Mortgage Loan, relating to the relative rights of such holders
of the Gurnee Mills Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


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


 


“Gurnee Mills
Mortgage Loan”: With respect to the Gurnee Mills Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which are evidenced by promissory notes A-1B and A-3A, and are pari passu
in right of payment with the Gurnee Mills Companion Loans to the extent set forth in the Gurnee Mills Co-Lender Agreement.


 


“Gurnee Mills
Mortgaged Property”: The Mortgaged Property that secures the Gurnee Mills Whole Loan.


 


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


 






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


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b)
of the Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is
in fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Directing Certificateholder, the Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter involves
a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations
Reviewer and all Affiliates thereof, (ii) does not have any material direct financial interest in or any material indirect
financial interest in any of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer,
the Directing Certificateholder, the Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter involves
a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations
Reviewer or any Affiliate thereof and (iii) is not connected with the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer, the Special Servicer, the Directing Certificateholder, the Risk Retention Consultation Party, the Companion
Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)),
the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail
to be Independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Directing Certificateholder, the Risk Retention Consultation Party, the Companion Holders or any Affiliate thereof merely because
such Person is the beneficial owner of 1% or less of any Class of securities issued by the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing
Certificateholder, the Risk Retention Consultation Party, the Companion Holders or any Affiliate thereof, as the case may be, so
long as such ownership constitutes less than 1% of the total assets of such Person. For the avoidance of doubt, the exception in
the proviso above for ownership of 1% or less of any Class of Certificates shall not apply with respect to the Operating Advisor
or the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall
be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship


 






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between
such Person and the Trust is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5)
(except that neither the Master Servicer nor the Special Servicer shall be considered to be an Independent Contractor under the
definition in this clause (i) unless an Opinion of Counsel has been delivered to the Trustee and the Certificate
Administrator to that effect) or (ii) any other Person (including the Master Servicer and the Special Servicer) upon receipt
by the Trustee, the Certificate Administrator, the Operating Advisor and the Master Servicer of an Opinion of Counsel, which shall
be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor or the Trust, to the
effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified,
that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or cause any income realized in
respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


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


 


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


 





“Initial Schedule
AL Additional File”: The data file prepared by or on behalf of the Depositor containing additional information or schedules
regarding data points in the Initial Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103)
of Regulation S-K under the Securities Act and filed as Exhibit 103 to the Form ABS-EE incorporated by reference into the Prospectus.


 


“Initial Schedule
AL File”: The data file prepared by or on behalf of the Depositor containing the information required by Item 1111(h)(3)
or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act and filed as Exhibit 102 to the Form
ABS-EE incorporated by reference into the Prospectus.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Intercreditor
Agreement”: Each of the Novo Nordisk Co-Lender Agreement, Gurnee Mills Co-Lender Agreement, Rentar Plaza Co-Lender Agreement,
Greenwich Office Park Co-Lender Agreement, Wolfchase Galleria Co-Lender Agreement, 681 Fifth Avenue Co-Lender Agreement, QLIC Co-Lender
Agreement, Federal Way Crossings Co-Lender Agreement, MY Portfolio Co-Lender Agreement and any AB Intercreditor Agreement and any
intercreditor agreement entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor
of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 


“Interest Accrual
Amount”: With respect to any Distribution Date and any Regular Interest, an amount equal to the interest for the related
Interest Accrual Period accrued at the Pass-Through Rate for such Class on the related Certificate Balance or Notional Amount,
as applicable, outstanding immediately prior to such Distribution Date. Calculations of interest due in respect of the Regular
Interests shall be made on the basis of a 360-day year consisting of twelve 30-day months.


 


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


 


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


 






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


 


“Interest Reserve
Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate
Administrator pursuant to Section 3.04 of this Agreement, which shall be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders
of Commercial Mortgage Pass-Through Certificates, Series 2016-NXSR, Interest Reserve Account” and which must be an Eligible
Account or a sub-account of an Eligible Account. The Interest Reserve Account shall be an asset of the Lower-Tier REMIC.


 


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


 


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


 


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


 


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


 


“Investor Certification”:
A certificate (which may be in electronic form), substantially in the form of Exhibit P-1A, Exhibit P-1B, Exhibit
P-1C or Exhibit P-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s
Website (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder,
the Directing Certificateholder or the Risk Retention Consultation Party (in each case, to the extent such Person is not a Certificateholder),
a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion Holder (or any investment advisor,
manager or other representative of the foregoing), (ii) that either (a) such Person is the Risk Retention Consultation
Party or is a Person who is not a Borrower


 






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Party,
in which case such Person shall have access to all the reports and information made available to Certificateholders via the Certificate
Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which case (1) if such Person is
the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall have access to all the reports and
information made available to Certificateholders via the Certificate Administrator’s Website hereunder other than any Excluded
Information as set forth herein, or (2) if such Person is not the Directing Certificateholder or a Controlling Class Certificateholder,
such Person shall only receive access to the Distribution Date Statements prepared by the Certificate Administrator, (iii) (other
than with respect to a Companion Holder) that such Person has received a copy of the final Prospectus and (iv) such Person
agrees to keep any Privileged Information confidential and will not violate any securities laws; provided, however,
that any Excluded Controlling Class Holder (i) shall be permitted to obtain in accordance with Section 4.02(f)
of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded
Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling
Class Holder via the Certificate Administrator’s Website) and (ii) shall be considered a Privileged Person for all
other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling Class
Loan.


 


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


 


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


 


“Jameel Road
and Kirkwood Center Loan REMIC”: A segregated asset pool designated as a REMIC pursuant to the Jameel Road and Kirkwood
Center Loan REMIC Declaration consisting of the Jameel Road and Kirkwood Center Mortgage Loan.


 


“Jameel Road
and Kirkwood Center Loan REMIC Declaration”: As defined in the Preliminary Statement.


 


“Jameel Road
and Kirkwood Center Loan REMIC Regular Interest”: An uncertificated regular interest in the Jameel Road and Kirkwood
Center Loan REMIC which is held as an asset of the Lower-Tier REMIC and having a principal balance that at all times will equal
the outstanding principal balance of the Jameel Road and Kirkwood Center Mortgage Loan and per annum rate of interest equal
to the Mortgage Rate of the related Mortgage Loan.


 


“Jameel Road
and Kirkwood Center Loan REMIC Residual Interest”: The uncertificated residual interest in the Jameel Road and Kirkwood
Center Loan REMIC, beneficial ownership of which is represented by the Class R Certificates.


 


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


 






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


 


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


 


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


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to each Specially Serviced Loan or REO Property (except with
respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives (i) a full, partial or discounted
payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds


 






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(including
with respect to the related Companion Loan), or REO Property (in any case, other than amounts for which a Workout Fee has been
paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted
payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and
expenses associated with the related liquidation) related to such liquidated Specially Serviced Loan or REO Property, as the case
may be; provided, however, that no Liquidation Fee shall be payable with respect to (a) the purchase of any
Specially Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing
Certificateholder or any Affiliate thereof; provided, however, that if no Control Termination Event exists, and
if the Directing Certificateholder or an Affiliate thereof purchases any Specially Serviced Loan within ninety (90) days after
the Special Servicer delivers to the Directing Certificateholder for its approval the initial Asset Status Report with respect
to such Specially Serviced Loan, then the Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase
by the Directing Certificateholder or its Affiliates), (b) any event described in clause (iv) of the definition of
“Liquidation Proceeds” (or any substitution in lieu of a repurchase) so long as such repurchase or substitution occurs
prior to the termination of the Extended Cure Period, (c) any event described in clauses (v), (vi) and (vii)
of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant to clause (vi)
of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days of such holder’s
purchase option first becoming exercisable during that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to
the related Intercreditor Agreement, (d) with respect to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion
Loan by the applicable Mortgage Loan Seller for a breach of a representation or warranty or for a defective or deficient mortgage
loan documentation under an Other Pooling and Servicing Agreement within the time period (or extension of such time period) provided
for such repurchase in such Other Pooling and Servicing Agreement if such repurchase occurs prior to the termination of such extended
period provided in such Other Pooling and Servicing Agreement or (y) a purchase of such Serviced Companion Loan by any applicable
party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other Securitization;
or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing Transfer Event
described in clause (i) or (ii) of the definition of “Servicing Transfer Event”, Liquidation Proceeds
are received within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan
being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application of
any of clauses (a) through (e) above, the Special Servicer may still collect and retain a Liquidation Fee and similar
fees from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents); provided
that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced by the amount of any Excess Modification
Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan and any related Companion Loan, or
REO Property and received by the Special Servicer as compensation within the prior twelve (12) months, but only to the extent
those fees have not previously been deducted from a Workout Fee or Liquidation Fee; provided, however, that no Liquidation
Fee will be less than $25,000. No Liquidation Fee shall be payable in connection with a Loss of Value Payment by a Mortgage Loan
Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment during the Initial Cure Period.


 






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


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive
of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor;
(iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property
pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant
to Section 6 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage Loan or REO Property by
the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
pursuant to Section 9.01; (vi) the purchase of any Specially Serviced Loan or an REO Property by the related mezzanine
lender pursuant to Section 3.16 and the related Intercreditor Agreement; or (vii) the transfer of any Loss of Value
Payments from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(g) of this Agreement
(provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer
in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation
Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable
Mortgage Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion
of Liquidation Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant
to the terms of the related Intercreditor Agreement.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Moody’s”:
Moody’s Investors Service, Inc., and its successors in interest. If neither Moody’s nor any successor remains in existence,
“Moody’s” shall be deemed to refer to


 






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


 


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


 


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


 


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


 


(i)          
the original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of
“Wilmington Trust, National Association, as Trustee, on behalf of the registered Holders of CSMC 2016-NXSR Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-NXSR” or in blank and further showing a complete,
unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit to such effect
from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note and an indemnity properly
assigned and endorsed to the Trustee);


 


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


 


(iii)         an original Assignment of Mortgage in favor of “Wilmington Trust, National Association, as Trustee, on behalf of the
registered holders of CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-NXSR”
or in blank and, in the case of any Serviced Whole Loan, “Wilmington Trust, National Association, as Trustee, on behalf of
the registered holders of CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-NXSR
and the holder(s) of the related Companion Loan(s), as their interests may appear” and (subject to the completion of certain
missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage


 






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Loan
Seller is responsible for the recordation of that assignment, a copy of such assignment sent or to be sent for recordation);


 


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


 


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


 


(vi)         the original assignment of all unrecorded documents relating to the Mortgage Loan in favor of “Wilmington Trust, National
Association, as Trustee, on behalf of the registered Holders of CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2016-NXSR” or in blank or, in the case of a Serviced Whole Loan, in favor of “Wilmington Trust,
National Association, as Trustee, on behalf of the registered holders of CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2016-NXSR and the holder(s) of the related Companion Loan(s), as their interests may appear”,
if not already assigned pursuant to items (iii) or (v) above;


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xvii)      the original or a copy of the Vinings Village Loan REMIC Declaration and the Jameel Road and Kirkwood Center Loan REMIC
Declaration; and


 






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


 


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


 


“Mortgage Loan”:
Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 and to be held by the Trust.
As used herein, the term “Mortgage Loan” includes the related Mortgage Note, Mortgage and other documents contained
in the related Mortgage File and any related agreements. The term “Mortgage Loan” shall, as of any date of determination,
include any Qualified Substitute Mortgage Loan that has replaced a


 






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Mortgage
Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan. For the avoidance of doubt, no Loan Seller Defeasance
Rights and Obligations will be part of a “Mortgage Loan” or an asset of the Trust.


 


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


 


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


 


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


 


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


 


(ii)          the Mortgagor’s name;


 


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


 


(iv)         the Mortgage Rate in effect at origination;


 


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


 


(vi)         the original principal balance;


 


(vii)        the Cut-off Date Balance;


 


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


 


(ix)         the original and remaining amortization terms;


 


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


 


(xi)         the applicable Servicing Fee Rate;


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(xix)        number of grace days;


 


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


 


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


 


(xxii)       whether the related Mortgage Loan permits defeasance;


 


(xxiii)      the interest accrual period;


 


(xxiv)      Anticipated Repayment Date, if applicable;


 


(xxv)       the Revised Rate of such Mortgage Loan, if any; and


 


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


 


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


 


“Mortgage Loan
Seller”: Each of (i) Column Financial, Inc., a Delaware corporation, or its successor in interest, (ii) NREC and
(iii) UBS AG.


 


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


 


“Mortgage Rate”:
With respect to: (i) any Mortgage Loan or related Serviced Pari Passu Companion Loan (or, in either case, any successor REO
Loan) on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default and, if applicable,
any REO Acquisition) to accrue on such Mortgage Loan or related Serviced Pari Passu Companion Loan from time to time in accordance
with the related Mortgage Note and applicable law; or (ii) any Mortgage Loan or related Serviced Pari Passu Companion Loan
(or, in either case, any successor REO Loan) after its Maturity Date, the annual rate described in


 






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clause (i)
above determined without regard to the passage of such Maturity Date and, if applicable, any REO Acquisition. For the avoidance
of doubt, the Mortgage Rate of any ARD Loan shall not be construed to include the related Excess Rate.


 


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


 


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


 


“MSC 2016-UBS12
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of December 1, 2016, among Morgan Stanley
Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital
Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wells Fargo Bank, National
Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, entered
into in connection with the issuance of the Commercial Mortgage Pass-Through Certificates, Series 2016 UBS12.


 


“MY Portfolio
Co-Lender Agreement”: That certain Agreement Between Noteholders, dated as of November 14, 2016, by and between the holder
of the MY Portfolio Companion Loan and the holder of the MY Portfolio Mortgage Loan, relating to the relative rights of such holders
of the MY Portfolio Whole Loan, as the same may be amended in accordance with the terms thereof.


 


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


 


“MY Portfolio
Mortgage Loan”: With respect to the MY Portfolio Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 12 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is pari passu in
right of payment with the MY Portfolio Companion Loan to the extent set forth in the MY Portfolio Co-Lender Agreement.


 


“MY Portfolio
Mortgaged Properties”: Collectively, the Mortgaged Properties that secure the MY Portfolio Whole Loan.


 


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


 






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


 


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


 


“Net Mortgage
Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Mortgage Loan as of any
date of determination, a rate per annum equal to the related Mortgage Rate then in effect (without regard to any increase
in the interest rate of any ARD Loan after its respective Anticipated Repayment Date), minus the related Administrative
Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates, the Net Mortgage Rate for
any Mortgage Loan will be determined without regard to any modification, waiver or amendment of the terms of the related Mortgage
Loan, whether agreed to by the Master Servicer, the Special Servicer, a Non-Serviced Master Servicer or a Non-Serviced Special
Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the Mortgagor or otherwise; provided,
further, that for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting of twelve
30-day months, then, solely for purposes of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rates
on the Regular Certificates, the Net Mortgage Rate of such Mortgage Loan for any one-month period preceding a related Due Date
will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on the basis of a 360-day
year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually accrued in respect of
such Mortgage Loan during such one-month period at the related Net Mortgage Rate; provided, further, that, with
respect to each Actual/360 Mortgage Loan, the Net Mortgage Rate for the one-month period (A) preceding the Due Dates that
occur in January and February in any year which is not a leap year or preceding the Due Date that occurs in February in any year
which is a leap year (in any event, unless the related Distribution Date is the final Distribution Date), will be determined exclusive
of any Withheld Amounts in respect of such Actual/360 Mortgage Loan, and (B) preceding the Due Date in March (or February,
if the related Distribution Date is the final Distribution Date), will be determined inclusive of the Withheld Amounts in respect
of such Actual/360 Mortgage Loan for the immediately preceding January and/or February, if applicable. With respect to any REO
Loan, the Net Mortgage Rate shall be calculated as described above, determined as if the predecessor Mortgage Loan had remained
outstanding.


 


“Net Operating
Income”: With respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating Income will
be calculated in accordance with the


 






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standard
definition of “Net Operating Income” approved from time to time endorsed and put forth by the CREFC®.


 


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


 


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


 


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


 


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


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which the Master
Servicer, in accordance with the Servicing Standard, or the Trustee, in its good faith business judgment, as applicable, determines
would not be ultimately recoverable, together with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late
Collections or any other recovery on or in respect of such Mortgage Loan or REO Loan; provided, however, that the
Special Servicer may, at its option (with respect to any Specially Serviced Loan and prior to the occurrence of a Consultation
Termination Event (other than with respect to any applicable Excluded Loan) in consultation with the Directing Certificateholder)
make a determination in accordance with the Servicing Standard, that any P&I Advance previously made or proposed to be made
is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to
any Other Servicer, and, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer and
Non-Serviced Special Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information
Provider notice of such determination. Any such determination may be conclusively relied upon by, and shall be binding upon, the
Master Servicer and the Trustee, provided, however, that the Special Servicer shall have no such obligation to make
an affirmative determination that any P&I Advance is or would be recoverable and in the absence of a determination by the Special
Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision shall remain with the Master
Servicer or Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously
made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee shall have the right
to make its own subsequent determination that any remaining portion


 






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


 






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Special Servicer or the Trustee, as applicable, that the Master Servicer or the Trustee, as applicable,
has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I
Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered
by either the Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator and the Directing
Certificateholder (but in the case of the Directing Certificateholder, only prior to the occurrence and continuance of a Consultation
Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan as to such party) (and, in the case of
a Serviced Mortgage Loan or Non-Serviced Mortgage Loan, any Other Servicer or Non-Serviced Master Servicer, as applicable), the
Operating Advisor (but only in the case of the Special Servicer), the Depositor, or by the Trustee to the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor (and, in the case of a Serviced Mortgage Loan or Non-Serviced Mortgage Loan,
any Other Servicer or Non-Serviced Master Servicer, as applicable) and the Certificate Administrator. The Officer’s Certificate
shall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or
the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, income
and expense statements, rent rolls, occupancy status, property inspections and any other information used by the Master Servicer,
the Special Servicer or the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the
related Mortgage Loan, or the related Mortgaged Property). The Trustee shall be entitled to conclusively rely on the Master Servicer’s
or Special Servicer’s determination that a P&I Advance is or would be nonrecoverable, and the Master Servicer shall
be entitled to conclusively rely on the Special Servicer’s determination that a P&I Advance is or would be nonrecoverable,
which determination shall be binding on the Master Servicer and the Trustee. In the case of a cross-collateralized Mortgage
Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan.


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Whole Loan or REO Property which the Master Servicer, the Special Servicer, in each case
in accordance with the Servicing Standard, or the Trustee, in its good faith business judgment, as applicable, determines would
not be ultimately recoverable, together with any accrued and unpaid interest thereon, at the Reimbursement Rate, from Late Collections
or any other recovery on or in respect of such Mortgage Loan, Whole Loan or REO Property. In making such recoverability determination,
such Person will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of
the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties
in their “as-is” or then current conditions and occupancies, as modified by such party’s assumptions (consistent
with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in
the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse change with
respect to such Mortgaged Properties, (b) to estimate and consider (among other things) future expenses, (c) to estimate and consider
(consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business
judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) give
due regard to the existence of any Nonrecoverable Advances that, at the time of such consideration, the recovery of which are being
deferred or delayed by the Master Servicer or the Trustee


 






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because
there is insufficient principal available for such reimbursement, in light of the fact that Related Proceeds are a source of recovery
not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance. In
addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable Servicing Advance, will be entitled to give
due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts with respect to other Mortgage
Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed by the Master Servicer, in
light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the Servicing Advance under
consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations
at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent
with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee
(solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market
value estimates or other information for making a recoverability determination. The determination by the Master Servicer, the
Special Servicer or the Trustee, as the case may be, that it has made a Nonrecoverable Servicing Advance or that any proposed
Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination,
shall be evidenced by an Officer’s Certificate delivered by either of the Special Servicer or the Master Servicer to the
other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but in the case of the Directing Certificateholder,
only prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any Mortgage Loan other
than an Excluded Loan as to such party) (and in the case of a Serviced Mortgage Loan or Non-Serviced Mortgage Loan, any Other
Servicer or Non-Serviced Master Servicer, as applicable), the Operating Advisor (but only in the case of the Special Servicer)
and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the
Certificate Administrator (and in the case of a Serviced Mortgage Loan or Non-Serviced Mortgage Loan, any Other Servicer or Non-Serviced
Master Servicer, as applicable); provided, however, that the Special Servicer may, at its option (with respect to
any Specially Serviced Loan and prior to the occurrence of a Consultation Termination Event (other than with respect to any applicable
Excluded Loan) in consultation with the Directing Certificateholder), make a determination in accordance with the Servicing Standard,
that any Servicing Advance previously made or proposed to be made is a Nonrecoverable Servicing Advance and shall deliver to the
Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer), the Trustee, the Certificate Administrator
and the 17g-5 Information Provider notice of such determination. Any such determination may be conclusively relied upon by,
and shall be binding upon, the Master Servicer, the Special Servicer and the Trustee, provided, however, that the
Special Servicer shall have no such obligation to make an affirmative determination that any Servicing Advance is or would be
recoverable and in the absence of a determination by the Special Servicer that such Servicing Advance is or would be a Nonrecoverable
Servicing Advance, such decision shall remain with the Master Servicer or the Trustee, as applicable. If the Special Servicer
makes a determination that only a portion, and not all, of any previously made or proposed Servicing Advance is a Nonrecoverable
Servicing Advance, the Master Servicer and the Trustee shall each have the right to make its own subsequent determination that
any remaining portion of any such previously made or proposed


 






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Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s
Certificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special
Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent
available, related income and expense statements, rent rolls, occupancy status and property inspections, and shall include any
existing Appraisal with respect to the related Mortgage Loan or Serviced Companion Loan, as applicable, or related Mortgaged Property).
The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with any information in its
possession regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing Advances may reasonably
request for purposes of making recoverability determinations. The Trustee shall be entitled to conclusively rely on the Master
Servicer’s or Special Servicer’s, as the case may be, determination that a Servicing Advance is or would be nonrecoverable,
and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination that a Servicing
Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the Special Servicer requests that
the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on such request as evidence that such
advance is not a Nonrecoverable Servicing Advance; provided, however, the Special Servicer shall not be entitled
to make such a request more frequently than once per calendar month with respect to Servicing Advances other than emergency advances
(although such request may relate to more than one Servicing Advance). In the case of a cross-collateralized Mortgage Loan
(if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan. The determination as to the recoverability of any servicing advance previously made or proposed to be made in respect
of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer
or Non-Serviced Trustee, as the case may be, pursuant to the Non-Serviced PSA.


 


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class X-E, Class X-F, Class X-NR, Class D, Class
E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class R or Class Z Certificate or RRI Interest.


 


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


 


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


 


“Non-Serviced
Companion Loan”: Each of the Gurnee Mills Companion Loans, the QLIC Companion Loans, the Wolfchase Galleria Companion
Loans, the 681 Fifth Avenue Companion Loans and the Federal Way Crossings Companion Loans.


 


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


 


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


 


“Non-Serviced
Intercreditor Agreement”: Each of the Gurnee Mills Co-Lender Agreement, the Wolfchase Galleria Co-Lender Agreement, the
681 Fifth Avenue Co-Lender


 






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Agreement,
the QLIC Co-Lender Agreement and the Federal Way Crossings Co-Lender Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: Each of the Gurnee Mills Mortgage Loan, the Wolfchase Galleria Mortgage Loan, the 681 Fifth Avenue Mortgage
Loan, the QLIC Mortgage Loan and the Federal Way Crossings Mortgage Loan and the Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the Gurnee Mills Mortgaged Property, the Wolfchase Galleria Mortgaged Property, the 681
Fifth Avenue Mortgaged Property, the QLIC Mortgaged Property and the Federal Way Crossings Mortgaged Property.


 


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


 


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


 


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


 


“Non-Serviced
PSA”: Each of the CSAIL 2016-C7 Pooling and Servicing Agreement, MSC 2016-UBS12 Pooling and Servicing Agreement and WFCM
2016-NXS6 Pooling and Servicing Agreement.


 


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


 


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


 


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


 


“Non-Serviced
Whole Loan”: Each of the Gurnee Mills Whole Loan, the Wolfchase Galleria Whole Loan, the 681 Fifth Avenue Whole Loan,
the QLIC Whole Loan and the Federal Way Crossings Whole Loan.


 


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


 


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


 


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


 


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


 


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


 






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


 


“Novo Nordisk
Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of October 13, 2016, by and between the holders of the
Novo Nordisk Companion Loans and the holder of the Novo Nordisk Mortgage Loan, relating to the relative rights of such holders
of the Novo Nordisk Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Novo Nordisk Companion Loans”:
With respect to the Novo Nordisk Whole Loan, the Companion Loans evidenced by the related promissory notes designated as promissory
notes A-2, A-3, A-4, A-5, A-6, A-10, A-11, A-12 and A-13 made by the related Mortgagor and secured by the Mortgage on the Novo
Nordisk Mortgaged Property, which are not included in the Trust and which are generally pari passu in right of payment to
the Novo Nordisk Mortgage Loan to the extent set forth in the Novo Nordisk Co-Lender Agreement.


 


“Novo Nordisk
Mortgage Loan”: With respect to the Novo Nordisk Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which are evidenced by the related promissory notes
designated as promissory notes A-1, A-7, A-8 and A-9, and are pari passu in right of payment with the Novo Nordisk
Companion Loans to the extent set forth in the Novo Nordisk Co-Lender Agreement.


 


“Novo Nordisk Mortgaged
Property”: The Mortgaged Property that secures the Novo Nordisk Whole Loan.


 


“Novo Nordisk Unfunded Companion
Loan”: The Novo Nordisk Companion Loan designated as promissory note A-2, which Companion Loan shall be unfunded as of
the Closing Date and shall require the holder of such Companion Loan to fund up to a maximum principal balance of $39,580,000 upon
the satisfaction of certain conditions contained in the related Mortgage Loan documents.


 


“Novo Nordisk Whole Loan”:
The Novo Nordisk Mortgage Loan, together with the Novo Nordisk Companion Loans, each of which is secured by the same Mortgage on
the Novo Nordisk Mortgaged Property. References herein to the Novo Nordisk Whole Loan shall be construed to refer to the aggregate
indebtedness under the Novo Nordisk Co-Lender Agreement and the Novo Nordisk Companion Loans.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed
its duties with respect to such Major Decision equal to $10,000 or such lesser amount as the related Mortgagor agrees to pay with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), payable pursuant to Section 3.05 of this
Agreement; provided, however, that, subject to Section 3.26(i), no such fee shall be payable unless specifically
paid by the related Mortgagor as a separately identifiable fee; provided, further, that the Operating Advisor may
in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further,
that the Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting
Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard
(provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the
Operating Advisor prior to any such waiver or reduction).


 


“Operating Advisor
Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts or additional
trust fund expenses payable to


 






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the
Operating Advisor pursuant to this Agreement (other than the Operating Advisor Fee and the Operating Advisor Consulting Fee).


 


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


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum
rate of (i) 0.00374% with respect to all Mortgage Loans (except the Novo Nordisk Mortgage Loan, Rentar Plaza Mortgage Loan,
Greenwich Office Park Mortgage Loan, and MY Portfolio Mortgage Loan); (ii) 0.00541% with respect to the Novo Nordisk Mortgage
Loan; (iii) 0.00541% with respect to the Rentar Plaza Mortgage Loan; (iv) 0.00766% with respect to the Greenwich Office
Park Mortgage Loan; and (v) 0.00876% with respect to the MY Portfolio Mortgage Loan. If the Operating Advisor has resigned
pursuant to the second paragraph of Section 3.26(n) or has been terminated pursuant to 3.26(o) and no replacement
has been appointed, the Operating Advisor Fee Rate shall be 0.0%.


 


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


 


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


 


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


 






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Administrator
with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Other Pooling
and Servicing Agreement”: Any trust and servicing agreement or pooling and servicing agreement that creates a trust whose
assets include any Serviced Companion Loan. For the avoidance of doubt, any other trust and servicing agreement or pooling and
servicing agreement executed in connection with the securitization of the Novo Nordisk Companion Loans, the Rentar Plaza Companion
Loans, the Greenwich Office Park Companion Loans and the MY Portfolio Companion Loans shall be an Other Pooling and Servicing Agreement.


 


“Other Securitization”:
As defined in Section 11.06.


 


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


 


“Other Special
Servicer”: Any special servicer under an Other Pooling and Servicing Agreement.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


	
        Class
	
        Pass-Through
Rate

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


 


The Class V Certificates
will not have a Pass-Through Rate, but (i) the Class V1-A Certificates will be entitled to receive the Class V1-A
Percentage Interest of the sum of the interest distributable on the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,


 






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Class X-A
and Class A-S Regular Interests, (ii) the Class V1-B Certificates will be entitled to receive the Class V1-B Percentage Interest
of the sum of the interest distributable on the Class X-B and Class B Regular Interests, (iii) the Class V1-C Certificates
will be entitled to receive the Class V1-C Percentage Interest of the sum of the interest distributable on the Class C Regular
Interest, (iv) the Class V1-D Certificates will be entitled to receive the Class V1-D Percentage Interest of the sum of the interest
distributable on the Class D Regular Interest, (v) the Class V1-E Certificates will be entitled to receive the Class V1-E Percentage
Interest of the sum of the interest distributable on the Class X-E, Class X-F, Class X-NR, Class E, Class F and
Class NR Regular Interests, and (vi) the Class V2 Certificates will be entitled to receive the Class V2 Percentage Interest of
the sum of the interest distributable on the Regular Interests. With respect to each Class of Lower-Tier Regular Interests, the
WAC Rate.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.13.


 


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


 


“Permitted Investments”:
Any one or more of the following obligations or securities (including obligations or securities of the Certificate Administrator,
or managed by the


 






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Certificate
Administrator or any Affiliate of the Certificate Administrator, if otherwise qualifying hereunder), regardless of whether issued
by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, or any of their respective
Affiliates and having the required ratings, if any, provided for in this definition and which shall not be subject to liquidation
prior to maturity:


 


(i)          
direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States
of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which
are backed by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, Fannie Mae or Freddie Mac, other than an unsecured senior debt obligation
of Fannie Mae or Freddie Mac, shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal
or qualification of the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then
outstanding any class of Serviced Companion Loan Securities that are then rated by such Rating Agency, such class of securities)
as evidenced in writing;


 


(ii)           time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after
the date of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated
or organized under the laws of the United States of America or any State thereof and subject to supervision and examination by
federal or state banking authorities (A) in the case of such investments with maturities of three (3) months or less, the short-term
debt obligations of which are rated in the highest short-term rating category by Moody’s and by Fitch or the long-term
debt obligations of which are rated at least “A2” by Moody’s, (B) in the case of such investments with maturities
of six (6) months or less, but more than three (3) months, the short-term obligations of which are rated in the highest short-term
rating category by each Rating Agency and the long-term obligations of which are rated at least “Aa3” by Moody’s
and (C) in the case of such investments with maturities of more than six (6) months, the short-term obligations of which are
rated in the highest short-term rating category by 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 (B)
above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency);


 


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


 


(iv)         debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United
States of America or any


 






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state
thereof which mature in one (1) year or less from the date of acquisition, and (A) if it has a term of three months or less, the
short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term obligations
of which are rated at least “A2” by Moody’s, (B) if it has a term of more than three months and not in excess
of six months, the short-term obligations of which are rated in the highest short-term rating category by Moody’s 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 Moody’s 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), if the obligations mature within sixty (60) days; provided, however, that securities issued by any particular
corporation will not be Permitted Investments to the extent that investment therein will cause the then outstanding principal
amount of securities issued by such corporation and held in the accounts established hereunder to exceed 10% of the sum of the
aggregate principal balance and the aggregate principal amount of all Permitted Investments in such accounts;


 


(v)          commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation
not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are
not subject to any withholding imposed by any non-United States jurisdiction) (1) in the case of such investments with maturities
of thirty (30) days or less, the short term obligations of which corporation are rated at least “P1” by Moody’s,
“F1” by Fitch and which is rated in the highest short-term rating category of KBRA (if rated by KBRA), or the long-term
obligations of which corporation are rated at least “A2” by Moody’s, (2) in the case of such investments with
maturities of three (3) months or less, but more than thirty (30) days, the short-term obligations of which are rated at least
“P1” by Moody’s and “F1+” by Fitch, or the long-term obligations of which are rated at least “AA-”
by Fitch (with a short-term rating of “F1” by Fitch) and “A2” by Moody’s, (3) in the case of such
investments with maturities of six (6) months or less, but more than three (3) months, the (A) the short-term obligations of which
are rated at least “P1” by Moody’s, and the long-term obligations of which corporation are rated at least “Aa3”
by Moody’s, and (B) the short-term obligations of which are rated at least “F1+” by Fitch, or the long-term obligations
of which corporation are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch), and
(4) in the case of such investments with maturities of more than six (6) months, (A) the short-term obligations of which are rated
at least “P1” by Moody’s, and the long-term obligations of which are rated at least “Aaa” by Moody’s,
and (B) the short-term obligations of which are rated at least “F1+” by Fitch, or the long-term obligations of which
are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch) (or such lower rating as
is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Serviced Companion Loan
Securities);


 






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(vi)         money market funds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the
Wells Fargo Advantage Heritage Money Market Fund) so long as any such fund is rated “Aaa-mf” by Moody’s and in
the highest short term unsecured debt ratings category by each of Fitch and KBRA (or, if not rated by KBRA, an equivalent rating
(or higher) by at least two (2) NRSROs (which may include any of the Rating Agencies) or otherwise acceptable to such Rating Agency,
in any such case, as confirmed in a Rating Agency Confirmation) relating to the Certificates and any Serviced Companion Loan Securities;


 


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


 


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


 


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


 






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redeemable upon the option
of the holder thereof on or prior to the Business Day preceding the day before the date such amounts are required to be applied
hereunder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Prepayment
Interest Excess”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was subject
to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied to such
Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date but on or before the following Determination Date
in such Collection Period, the amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent collected
from the related Mortgagor (without regard to any Yield Maintenance Charge actually collected), that actually accrued at a rate
per annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage Loan or Serviced Whole Loan, as applicable,
and (y) the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate, the Asset Representations


 






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Reviewer
Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate, on the amount of such Principal Prepayment
from such Due Date to, but not including, the date of such prepayment (or any later date through which interest accrues). Prepayment
Interest Excesses (to the extent not offset by Prepayment Interest Shortfalls or required to be paid as Compensating Interest
Payments) collected on the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan,
will be retained by the Master Servicer as additional servicing compensation.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder or the Risk Retention Consultation
Party and the Special Servicer related to any Specially Serviced Loan (other than with respect to any Excluded Loan as to such
party) or the exercise of the Directing Certificateholder’s consent or consultation rights or the Risk Retention Consultation
Party’s consultation rights under this Agreement, (ii) strategically sensitive information that the Special Servicer
has reasonably determined could compromise the Trust’s position in any ongoing or future negotiations with the related Mortgagor
or other interested party that is labeled or otherwise identified as being privileged by the Special Servicer and (iii) information
subject to attorney-client privilege. The Master Servicer, the Special Servicer, the


 






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Operating
Advisor and the Asset Representations Reviewer shall be entitled to rely on any identification of materials as “attorney-client
privileged” without liability for any such reliance hereunder.


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted
from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for
the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other
governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to
a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, as evidenced by an opinion
of counsel (which will be an additional expense of the Trust) delivered to each of the Master Servicer, the Special Servicer, the
Directing Certificateholder (other than with respect to any Excluded Loan as to such Party), the Risk Retention Consultation Party,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee), required by law, rule,
regulation, order, judgment or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides
an Investor Certification, any Non-Serviced Master Servicer, any Other Servicer, any Person (including the Directing Certificateholder
or Risk Retention Consultation Party) who provides the Certificate Administrator with an Investor Certification and any NRSRO (including
any Rating Agency) that provides the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO
Certification may be submitted electronically via the Certificate Administrator’s Website; provided, that:


 


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


 


(b)           if a Privileged Person is a Borrower Party and is also the Special Servicer, such Privileged Person shall be prohibited
from viewing or otherwise retrieving any information related to any related Excluded Special Servicer Loan, which may include any
Asset Status Reports, Final Asset Status Reports (or summaries thereof), and such


 






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other
information specified in this Agreement pertaining to such Excluded Special Servicer Loan; and


 


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


 


In determining whether
any Person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator may rely on a certification
by the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating Advisor, as the case may be.


 


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer obtains knowledge that it is a Borrower Party, the Special Servicer
shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not view or otherwise retrieve
any Excluded Special Servicer Information specific to the related Excluded Special Servicer Loan, (ii) shall not directly
or indirectly provide any information related to the related Excluded Special Servicer Loan to (A) the related Borrower Party,
(B) any of the Special Servicer’s employees or personnel or any of its Affiliate involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds
a direct or indirect ownership interest in the related Borrower Party, and (iii) shall maintain sufficient internal controls
and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) and
clause (ii) above; provided, further, that nothing in this Agreement shall be construed as an obligation
of the Master Servicer or the Certificate Administrator to restrict the Special Servicer’s access to any information on the
Master Servicer’s website or the Certificate Administrator’s Website and in no case shall the Master Servicer or the
Certificate Administrator be held liable if the Special Servicer accesses any Excluded Special Servicer Information relating to
the Excluded Special Servicer Loans; provided, further, however, that any Excluded Controlling Class Holder
shall be permitted to obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating
to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if
such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s
Website).


 


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


 


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


 






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


 


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


 


“Prospectus”:
The Prospectus, dated December 14, 2016.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


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


 


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


 


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


 


(iii)          all related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement
Rate, Special Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees)
in respect of such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final
paragraph hereof, the related Companion Loan)), if any; plus


 


(iv)          if such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant
to Section 6 of the applicable Mortgage Loan Purchase Agreement, the Asset Representations Reviewer Asset Review Fee
(to the extent not previously paid by the related Mortgage Loan Seller), all reasonable out-of-pocket expenses reasonably incurred
or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Asset Representations
Reviewer or the Trustee in respect of the omission, breach or defect giving rise to the repurchase or substitution obligation,
including any expenses arising out of the enforcement of the repurchase or substitution obligation, including, without limitation,
legal fees and expenses and any additional trust fund expenses relating to such Mortgage Loan (or related REO Loan); provided,
however, that such out-of-pocket expenses


 






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shall
not include expenses incurred by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election, in taking
part in an Asset Review vote or in exercising such Certificateholder’s or Certificate Owner’s, as applicable, rights
under the dispute resolution mechanics pursuant to Section 2.03(k) hereof; plus


 


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


 


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


 


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


 


“QLIC Co-Lender
Agreement”: That certain Co-Lender Agreement, dated as of September 5, 2016, by and between the holders of the QLIC Companion
Loans, the holders of the QLIC Subordinate Companion Loan and the holder of the QLIC Mortgage Loan, relating to the relative rights
of such holders of the QLIC Whole Loan, and as the same may be further amended in accordance with the terms thereof.


 


“QLIC Companion
Loans”: With respect to the QLIC Whole Loan, the Companion Loans evidenced by the related promissory notes A-2, A-3,
A-4, A-5 and B made by the related Mortgagor and secured by the Mortgage on the QLIC Mortgaged Property, which are not included
in the Trust and which are each pari passu in right of payment with the QLIC Mortgage Loan to the extent set forth in the
QLIC Co-Lender Agreement.


 


“QLIC Mortgage
Loan”: With respect to the QLIC Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan
No. 4 on the Mortgage Loan Schedule), which are designated as promissory notes A-1 and A-6, and are pari passu in right
of payment with the QLIC Companion Loans and senior in right of payment to the QLIC Subordinate Companion Loan, to the extent set
forth in the QLIC Co-Lender Agreement.


 






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


 


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


 


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


 


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


 


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


 


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


 






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which
CMBS transaction there are outstanding CMBS rated by Moody’s) and (viii) is not a special servicer that has been cited by
Moody’s or KBRA as having servicing concerns as the sole or a material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities
in a transaction serviced by the applicable servicer prior to the time of determination.


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will
be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the removed Mortgage
Loan, determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan; (iii) have
the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest on the same basis
as the removed Mortgage Loan (for example, on the basis of a 360 day year consisting of twelve 30-day months); (v) have
a remaining term to stated maturity not greater than, and not more than two (2) years less than, the remaining term to stated
maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of
the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value”
for the Mortgaged Property as determined using an Appraisal; (vii) comply as of the date of substitution in all material respects
with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an
environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property
and which will be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio
at least equal to the greater of the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and
1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the
Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have
a maturity date or an amortization period that extends to a date that is after the date two (2) years prior to the Rated Final
Distribution Date; (xii) have comparable prepayment restrictions to those of the removed Mortgage Loan; (xiii) not be
substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have received Rating Agency Confirmation
from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan
Seller); (xiv) have been approved, so long as a Control Termination Event has not occurred and is not continuing and the affected
Mortgage Loan is not an Excluded Loan with respect to either the Directing Certificateholder or the Holder of the majority of the
Controlling Class, by the Directing Certificateholder; (xv) prohibit defeasance within two (2) years of the Closing Date;
(xvi) not be substituted for a removed Mortgage Loan if it would result in an Adverse REMIC Event other than the imposition
of tax on the Trust or any Trust REMIC expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined
by an Opinion of Counsel at the cost of the related Mortgage Loan Seller; (xvii) have an engineering report that indicates
no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property that will be delivered
as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal and
interest then due. In the event


 






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that
more than one mortgage loan is substituted for a removed Mortgage Loan, then the amounts described in clause (i) shall
be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall
individually satisfy each of the requirements specified in clauses (ii) through (xviii); provided that
the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v)
above shall be determined on a weighted average basis; provided, further, that no individual Mortgage Rate (net
of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate, the Asset Representations
Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and, in the case of a Non-Serviced
Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate) shall be lower than the highest fixed Pass-Through Rate
(and not based on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of any Class of Principal Balance Certificates
having a Certificate Balance then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage
Loan, the applicable Mortgage Loan Seller shall certify that the Qualified Substitute Mortgage Loan meets all of the requirements
of the above definition and shall send such certification to the Trustee, the Certificate Administrator and, prior to the occurrence
of a Consultation Termination Event, the Directing Certificateholder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Stated Principal Balance (for purposes of
this definition only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on
the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v)
to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage
Loans and any REO Loans (excluding any portion allocable to any related Companion Loan, if applicable) expected to be outstanding
immediately following such Distribution Date, is less than (ii) the then-aggregate Certificate Balance of the Regular Interests
after giving effect to distributions of principal on such Distribution Date.


 


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


 


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


 


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


 


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


 


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


 


“Regulation D”:
Regulation D under the Act.


 


“Regulation
RR”: Regulation RR under the Act, as such may be amended from time to time, and subject to such clarification and interpretation
as have been provided by the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff
from time to time.


 


“Regulation S”:
Regulation S under the Act.


 


“Regulation S
Book-Entry Certificates”: The Non-Registered Certificates sold to institutions that are non-United States Securities
Persons in Offshore Transactions in reliance on


 






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Regulation S
and represented by one or more Book-Entry Certificates that are Non-Registered Certificates deposited with the Certificate
Administrator as custodian for the Depository.


 


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


 


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


 


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


 


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


 


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


 


“REMIC Declaration”:
The REMIC declaration with respect to each of the Vinings Village Loan REMIC and the Jameel Road and Kirkwood Center Loan REMIC.


 


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


 


“Rentar Plaza
Co-Lender Agreement”: That certain Agreement Between Noteholders, dated as of October 13, 2016, by and between the holders
of the Rentar Plaza Companion Loans and the holder of the Rentar Plaza Mortgage Loan, relating to the relative rights of such holders
of the Rentar Plaza Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“Rentar Plaza
Companion Loans”: With respect to the Rentar Plaza Whole Loan, the Companion Loans evidenced by the related promissory
notes A-2, A-3 and A-5 made by the related Mortgagor and secured by the Mortgage on the Rentar Plaza Mortgaged Property, which
are not included in the Trust and which are pari passu in right of payment with the Rentar Plaza Mortgage Loan to the extent
set forth in the Rentar Plaza Co-Lender Agreement.


 






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“Rentar Plaza
Mortgage Loan”: With respect to the Rentar Plaza Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which are designated as promissory notes A-1 and A-4, and are pari passu
in right of payment with the Rentar Plaza Companion Loans to the extent set forth in the Rentar Plaza Co-Lender Agreement.


 


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


 


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


 


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


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b)
on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit
of the related Serviced Companion Noteholder, which shall initially be entitled “Torchlight Loan Services, LLC” [or
the applicable successor Special Servicer], as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee,
for the registered Holders of CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2016-NXSR and the related Companion Loan Holder REO Account, as their interests may appear”. Any such account or accounts
shall be an Eligible Account.


 


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


 


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


 


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


 


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


 






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Companion
Loan, if applicable, as of the date of the related REO Acquisition. All amounts due and owing in respect of the predecessor Mortgage
Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, accrued and
unpaid interest, shall continue to be due and owing in respect of a REO Loan. All amounts payable or reimbursable to the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the
Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related
REO Acquisition, including, without limitation, any unpaid Special Servicing Fees and Servicing Fees, additional Trust Fund expenses
and any unreimbursed Advances, together with any interest accrued and payable to the Master Servicer or the Trustee, as applicable,
in respect of such Advances in accordance with Section 3.03(d) or Section 4.03(d), shall continue to be
payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator or the Trustee, as applicable, in respect of an REO Loan. In addition, Unliquidated Advances and
Nonrecoverable Advances with respect to such REO Loan, in each case, that were paid from collections on the related Mortgage Loans
and resulted in principal distributed to the Certificateholders being reduced as a result of the first proviso in the definition
of “Principal Distribution Amount” shall be deemed outstanding until recovered. Notwithstanding anything to the contrary,
with respect to each Serviced Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to the related
Serviced Pari Passu Companion Loan will be available for amounts due to the Certificateholders or to reimburse the Trust, other
than in the limited circumstances related to Servicing Advances, indemnification payments, Special Servicing Fees and other reimbursable
expenses related to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a),
as set forth in the related Intercreditor Agreement.


 


“REO Mortgage
Loan”: Any Mortgage Loan that has become an REO Loan. For the avoidance of doubt, an REO Mortgage Loan shall not contain
any portion of an REO Property allocable to a Companion Loan.


 


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


 






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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.13.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Required Credit
Risk Retention Percentage”: 5.0%.


 


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


 


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


 


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


 


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


 






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“Restricted
Period”: The forty (40) day period prescribed by Regulation S commencing on the later of (a) the date upon
which Certificates are first offered to Persons other than the Initial Purchasers or Underwriters and any other distributor (as
such term is defined in Regulation S) of the Certificates and (b) the Closing Date.


 


“Retained Fee
Rate”: An amount equal to 0.00250% per annum with respect to each Mortgage Loan.


 


“Retaining Party”:
NREC, acting as Holder of the RRI Interest, and any successor Holder of all or part of the RRI Interest.


 


“Retaining Sponsor”:
NREC, acting as retaining sponsor as such term is defined under § __.3(b) of Regulation RR.


 


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


 


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


 


“Risk Retention
Consultation Party”: The Risk Retention Consultation Party shall be the party selected by the Holders of more than 50%
of the RRI Interest by Certificate Balance, as determined by the Certificate Registrar from time to time. The Depositor shall promptly
provide the name and contact information for the initial Risk Retention Consultation Party upon request of any party to this Agreement
and any such requesting party may conclusively rely on the name and contact information provided by the Depositor. The Certificate
Administrator and the other parties hereto shall be entitled to assume that the identity of the Risk Retention Consultation Party
has not changed until such parties receive written notice of a replacement of the Risk Retention Consultation Party from a party
holding the requisite interest in the RRI Interest (as confirmed by the Certificate Registrar). The initial Risk Retention Consultation
Party shall be NREC.


 


In the event that no
Risk Retention Consultation Party has been appointed or identified to the Master Servicer or the Special Servicer, as applicable,
and the Master Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator
and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the
new Risk Retention Consultation Party is identified, the Master Servicer or the Special Servicer, as applicable, shall have no
duty to consult with, provide notice to, or seek the approval or consent of any such Risk Retention Consultation Party as the case
may be.


 


“RRI Interest”:
Collectively, the Certificates described in the following table (as such Certificates may be exchanged as provided for in Section
5.09):


 





	
        Class
	
        Initial
Certificate Balance/

Notional Amount/Percentage 

Interest to be Retained



 






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        Class
	
        Initial
Certificate Balance/

Notional Amount/Percentage 

Interest to be Retained

	Class A-1 	$   1,139,000
	Class A-2 	$   4,299,000
	Class A-3 	$   3,250,000
	Class A-4 	$ 11,246,000
	Class A-SB 	$   1,306,000
	Class X-A 	$ 22,758,000
	Class X-B 	$   2,049,000
	Class A-S 	$   1,518,000
	Class B 	$   2,049,000
	Class C 	$   1,555,000
	Class X-E 	$      949,000
	Class X-F 	$      342,000
	Class X-NR 	$   1,138,039
	Class D 	$   1,555,000
	Class E 	$      949,000
	Class F 	$      342,000
	Class NR 	$   1,138,039
	Class Z 	5.0%


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


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


 


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


 


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


 





“Schedule AL
Additional File”: The data file containing additional information or schedules regarding data points in the CREFC®
Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K under the Securities
Act.


  






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“Scheduled Principal
Distribution Amount”: With respect to any Distribution Date, the aggregate of the principal portions of the following:
(a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or, if and to the extent
not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution Date (and not previously
distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled Payments with respect to
the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the Mortgagor as of the
Determination Date or such later date as would permit inclusion in the Available Funds for such Distribution Date (or (A) with
respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination Date, the related
Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day
preceding the related P&I Advance Date and (B) with respect to a Non-Serviced Mortgage Loan, received by the Master Servicer
as of such date as would permit inclusion in the Available Funds for such Distribution Date) or (ii) advanced by the Master
Servicer or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date, and (b) all
Balloon Payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date or such
later date as would permit inclusion in the Available Funds for such Distribution Date (or, with respect to each Mortgage Loan
with a Due Date occurring or a Grace Period ending after the related Determination Date, the related Due Date or last day of such
Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related P&I
Advance Date), and to the extent not included in clause (a) above for the subject Distribution Date or included in
the Scheduled Principal Distribution Amount for any prior Distribution Date. All references to “Mortgage Loan”, “Non-Serviced
Mortgage Loan” or “Mortgage Loans” in this definition shall include, without limitation, any REO Mortgage Loans,
to the extent applicable.


 


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


 


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


 


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


 


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


 


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


 


“Serviced Companion
Loans”: The Novo Nordisk Companion Loans, the Rentar Plaza Companion Loans, the Greenwich Office Companion Loan and the
MY Portfolio Companion Loan.


 






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


 


“Serviced Companion
Noteholders”: The holder of the Novo Nordisk Companion Loans, the holder of the Rentar Plaza Companion Loans, the holder
of the Greenwich Office Park Companion Loan and the holder of the MY Portfolio Companion Loan.


 


“Serviced Mortgage
Loans”: The Novo Nordisk Mortgage Loan, the Rentar Plaza Mortgage Loan, the Greenwich Office Park Mortgage Loan and the
MY Portfolio Mortgage Loan.


 


“Serviced Pari
Passu Companion Loans”: The Novo Nordisk Companion Loans, the Rentar Plaza Companion Loans, the Greenwich Office Park
Companion Loan and the MY Portfolio Companion Loan.


 


“Serviced Pari
Passu Mortgage Loan”: The Novo Nordisk Mortgage Loan, the Rentar Plaza Mortgage Loan, the Greenwich Office Park Mortgage
Loan and the MY Portfolio Mortgage Loan.


 


“Serviced Pari
Passu Whole Loan”: The Novo Nordisk Whole Loan, the Rentar Plaza Whole Loan, the Greenwich Office Park Whole Loan and
the MY Portfolio Whole Loan.


 


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


 


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


 


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


 


“Serviced Whole
Loan”: The Novo Nordisk Whole Loan, the Rentar Plaza Whole Loan, the Greenwich Office Park Whole Loan and the MY Portfolio
Whole Loan.


 


“Serviced Whole
Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor Agreement
related to a Serviced Whole Loan.


 


“Serviced Whole
Loan Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable remittance
date (or equivalent concept) in the related Intercreditor Agreement or (ii) if no such applicable remittance date (or equivalent
concept) is so specified in the related Intercreditor Agreement, then the earlier of (A) the Remittance Date and (B) if the
Companion Loan has been included in an Other Securitization, one (1) business day after the “determination date” (or
any term substantially similar thereto) as defined in the related Other Pooling and Servicing Agreement, in each case, as long
as the date on which the remittance is required is at least one (1) Business Day after the Due Date.


 






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


 


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


 


“Servicing Advances”:
All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses
and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee,
as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a Serviced Mortgage
Loan, the related Serviced Companion Loan), other than a Non-Serviced Mortgage Loan, in respect of which a default, delinquency
or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) a Mortgaged Property securing
a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO Property (other than an REO Property related to a Non-Serviced
Mortgage Loan), including, in the case of each of such clause (a) and clause (b), but not limited to, (x) the
cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c), (ii) the
preservation, restoration and protection of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds
or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of the definition of “Liquidation
Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures
and (v) the operation, leasing, management, maintenance and liquidation of any REO Property and (y) any amount specifically
designated herein to be paid as a “Servicing Advance”. Notwithstanding anything to the contrary, “Servicing Advances”
shall not include allocable overhead of the Master Servicer or the Special Servicer, such as costs for office space, office equipment,
supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses
incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property. None of the Master Servicer, the
Special Servicer or the Trustee shall make any Servicing Advance in connection with the exercise of any cure rights or purchase
rights granted to the holder of a Companion Loan under the related Intercreditor Agreement or this Agreement.


 


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


 


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


 


“Servicing Fee
Rate”: With respect to (a) each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and each successor REO Mortgage
Loan, a per annum rate equal to the sum of the rates set forth on the Mortgage Loan Schedule under the headings “Servicing
Fee Rate” and “Subservicing Fee Rate”, which rate includes, in each such case, the rate at which applicable master,
primary and sub-servicing fees accrue, in each case computed on the basis of the Stated Principal Balance of the related Mortgage
Loan, Whole Loan or REO Loan in the same manner in which interest is calculated in respect of such loans and (b) each Non-Serviced
Mortgage Loan and each successor REO Mortgage Loan, a per annum rate equal to the rate set


 






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forth
on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, which rate includes, in each such case, the
rate at which applicable master servicing fees accrue, in each case computed on the basis of the Stated Principal Balance of the
related Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such loans . With respect to
each of the Gurnee Mills Companion Loans, the QLIC Companion Loans, the Wolfchase Galleria Companion Loans, the Federal Way Crossings
Companion Loans and the 681 Fifth Avenue Companion Loans, the “Servicing Fee Rate” shall be a per annum rate equal
to 0.00250%.


 


“Servicing File”:
A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such
items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the extent that the
identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates to any period
after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of any engineering
reports or property condition reports; (ii) other than with respect to a hotel property (except with respect to tenanted commercial
space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse property, a copy of
all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller; (iii) copies
of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client communications
between the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due diligence
analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable
insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal
for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents
were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that
the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports
that were received by the applicable Mortgage Loan Seller, relating to the relevant Mortgaged Property.


 


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


 


“Servicing Officer”:
Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen signature appear
on a list of servicing officers furnished by the Master Servicer, the Special


 






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Servicer
or any Additional Servicer to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing
Date as such list may be amended from time to time thereafter.


 


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


 


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


 


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


 


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


 


(iii)          any Periodic Payment is more than sixty (60) days delinquent (unless, in the case of a Mortgage Loan with a related Subordinate
Companion Loan or mezzanine debt, prior to such Periodic Payment becoming more than sixty (60) days delinquent the holders of the
related Subordinate Companion Loan or the holders of related mezzanine debt, as applicable, cures such delinquency, subject to
the terms and provisions of the related Intercreditor Agreement); or


 


(iv)          the Master Servicer makes a judgment, or receives from the Special Servicer a written determination of the Special Servicer
(in the case of the Special Servicer, with respect to any Mortgage Loan other than an Excluded Loan as to such party, with the
consent, prior to the occurrence and continuance of any


 






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Control
Termination Event, of the Directing Certificateholder), that a payment default (other than a Balloon Payment default) is imminent
or reasonably foreseeable and is not likely to be cured by the related Mortgagor within sixty (60) days; or


 


(v)          the related Mortgagor has entered into or consents to bankruptcy, the appointment of a conservator or receiver or a similar
insolvency proceeding, or such Mortgagor has become the subject of a decree or order for that proceeding (provided that
if the appointment, decree or order is stayed or discharged, or the case is dismissed within sixty (60) days, the related Mortgage
Loan and any related Companion Loan shall not be considered a Specially Serviced Loan during that period); or such Mortgagor has
admitted in writing its inability to pay its debts generally as they become due; or


 


(vi)         a default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such
Mortgagor to pay principal or interest) and which the Master Servicer or Special Servicer (in the case of the Special Servicer,
with respect to any Mortgage Loan other than an Excluded Loan as to such party, prior to the occurrence and continuance of any
Control Termination Event, with the consent of the Directing Certificateholder) determines in its good faith reasonable judgment
may materially and adversely affect the interests of the Certificateholders (and, with respect to any Serviced Whole Loan, the
interests of the Certificateholders and the holders of the related Companion Loans as a collective whole (taking into account the
subordinate or pari passu nature of any related Companion Loans, as applicable), has occurred and remained unremedied for
the applicable Grace Period specified in the related Mortgage Loan or related Companion Loan documents, other than the failure
to maintain terrorism insurance if such failure constitutes an Acceptable Insurance Default (or if no Grace Period is specified
for those defaults which are capable of cure, for sixty (60) days); or


 


(vii)        the Master Servicer or Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other
than the Mortgage on the related Mortgaged Property; or


 


(viii)       the Master Servicer or Special Servicer (in the case of the Special Servicer, with respect to any Mortgage Loan other than
an Excluded Loan as to such Party, prior to the occurrence and continuance of any Control Termination Event, with the consent of
the Directing Certificateholder) determines that (i) a payment default (other than a Balloon Payment default and other than
as described in clause (iv) above) under a Mortgage Loan or related Companion Loan is imminent or reasonably foreseeable,
(ii) such default will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or
any related Companion Loan or otherwise materially adversely affect the interests of Certificateholders (and, with respect to a
Serviced Whole Loan, the interest of the Certificateholders and the related Companion Holders, as a collective whole (taking into
account the subordinate or pari passu nature of any


 






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related
Companion Loans), and (iii) the default will continue unremedied for the applicable cure period under the terms of the Mortgage
Loan or related Companion Loan, or, if no cure period is specified and the default is capable of being cured, for thirty (30)
days (provided that such 30-day grace period does not apply to a default that gives rise to immediate acceleration
without application of a grace period under the terms of the Mortgage Loan or related Companion Loan); provided that any
determination that a Servicing Transfer Event has occurred under this clause (viii) with respect to any Mortgage Loan
or related Companion Loan solely by reason of the failure (or imminent failure) of the related Mortgagor to maintain or cause
to be maintained insurance coverage against damages or losses arising from acts of terrorism may only be made by the Special Servicer
(other than with respect to an Excluded Loan as to such Party and prior to the occurrence and continuance of any Control Termination
Event, with the consent of the Directing Certificateholder and upon consultation with the Risk Retention Consultation Party);


 


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


 





“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following
the date by which the related Mortgagor is required to deliver quarterly financial statements to the lender under the related
Loan Agreement in connection with such calendar quarter. The Depositor, the Master Servicer and the Certificate Administrator
acknowledge that in the event the Mortgaged Property securing the related Serviced Companion Loan is a “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced
Companion Loan, the date on which quarterly financial statements are required to be delivered to the related lender under the
related Mortgage Loan documents is, (a) with respect to net operating income information, for the Novo Nordisk Companion Loans,
forty-five (45) days following the end of each fiscal quarter, subject to the terms of the related loan agreement, (b) with respect
to net operating income information, for the Rentar Plaza Companion Loans, forty-five (45) days following the end of each fiscal
quarter, subject to the terms of the related loan agreement, (c) with respect to net operating income information, for the Greenwich
Office Companion Loan, thirty (30) days following the end of each fiscal quarter, subject to the terms of the related loan agreement
and (d) with respect to net operating income information, for the MY Portfolio Companion Loan, thirty (30) days following the
end of each fiscal quarter, subject to the terms of the related loan agreement.







 






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


 


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


 


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


 


“Special Notice”:
As defined in Section 5.06.


 


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


 


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee
payable to the Special Servicer pursuant to Section 3.11(b).


 


“Special Servicing
Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan on a loan-by-loan basis (other than
a Non-Serviced Mortgage Loan), (a) 0.25% per annum computed on the basis of the Stated Principal Balance of the
related Mortgage Loan (including any REO Loan) and Companion Loan, in the same manner as interest is calculated on the Specially
Serviced Loans or REO Loans or (b) if such rate in clause (a) would result in a Special Servicing Fee with respect
to a Specially Serviced Loan or REO Property (other than an REO Property acquired with respect to any Non-Serviced Whole Loan)
that would be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced
Loan or REO Property shall be such higher per annum rate as would result in a Special Servicing Fee equal to (i) $3,500
or (ii) with respect to any Mortgage Loan with respect to which the Risk Retention Consultation Party is entitled to consult with
the Special Servicer, for so long as the related Mortgage Loan is a Specially Serviced Loan, and during the continuance of a Consultation
Termination Event, $5,000, in each case, for such month with respect to such Specially Serviced Loan or REO Property.


 


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


 


“Specific Grantor
Trust Assets”: The Class A-1 Specific Grantor Trust Assets, Class A-2 Specific Grantor Trust Assets, Class A-SB Specific
Grantor Trust Assets, Class A-S Specific Grantor Trust Assets, Class A-3 Specific Grantor Trust Assets, Class A-4 Specific Grantor
Trust Assets, Class X-A Specific Grantor Trust Assets, Class X-B Specific Grantor Trust Assets, Class X-E Specific Grantor Trust
Assets, Class X-F Specific Grantor Trust Assets,


 






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Class
X-NR Specific Grantor Trust Assets, Class B Specific Grantor Trust Assets, Class C Specific Grantor Trust Assets, Class D
Specific Grantor Trust Assets, Class E Specific Grantor Trust Assets, Class F Specific Grantor Trust Assets, Class NR Specific
Grantor Trust Assets, Class R Specific Grantor Trust Assets, Class Z Specific Grantor Trust Assets, Class V1-A Specific Grantor
Trust Assets, Class V1-B Specific Grantor Trust Assets, Class V1-C Specific Grantor Trust Assets, Class V1-D Specific Grantor
Trust Assets, Class V1-E Specific Grantor Trust Assets and Class V2 Specific Grantor Trust Assets.


 


“Sponsors”:
The Mortgage Loan Sellers.


 


“Startup Day”:
In the case of the Upper-Tier REMIC and the Lower-Tier REMIC, the day designated as such in Section 10.01(b), and in
the case of the Vinings Village Loan REMIC and the Jameel Road and Kirkwood Center Loan REMIC, November 2, 2016.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial


 






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portion
of the material servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer
under this Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each
Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii)
the Vinings Village Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the
Vinings Village Loan REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the
proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral accounts,
escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


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


 


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


 


“UBS AG”:
UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, a Swiss bank, or its successor in
interest.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the following: (a) all Principal
Prepayments received on the Mortgage Loans during the applicable one-month period ending on the related Determination Date (or,
in the case of a Non-Serviced Mortgage Loan, received by the Master Servicer during such period as would allow inclusion in the
Available Funds for such Distribution Date) and (b) the principal portions of all Liquidation Proceeds, Insurance and Condemnation
Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan and any REO Properties during the


 






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


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 


“Upper-Tier
REMIC”: One of the four separate REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests
and such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.


 


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


 


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


 


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


 


“Vinings Village
Companion Loans”: As defined in the Preliminary Statement.


 


“Vinings Village
Loan REMIC”: A segregated asset pool designated as a REMIC pursuant to the Vinings Village Loan REMIC Declaration consisting
of the Vinings Village Mortgage Loan.


 






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“Vinings Village
Loan REMIC Declaration”: As defined in the Preliminary Statement.


 


“Vinings Village
Loan REMIC Regular Interest”: An uncertificated regular interest in the Vinings Village Loan REMIC which is held as an
asset of the Lower-Tier REMIC and having a principal balance that at all times will equal the outstanding principal balance
of the Vinings Village Mortgage Loan and per annum rate of interest equal to the Mortgage Rate of the related Mortgage Loan.


 


“Vinings Village
Loan REMIC Residual Interest”: The uncertificated residual interest in the Vinings Village Loan REMIC, beneficial ownership
of which is represented by the Class R Certificates.


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 0%
in the case of the Class Z and Class R Certificates, (ii) 2% in the case of the Class X-A, Class X-B, Class X-E, Class
X-F and Class X-NR Certificates, allocated pro rata, based upon their respective Notional Amounts as of the date of determination
(with respect to the RRI Interest, subject to the limitations described herein) and (iii) in the case of any Class of Principal
Balance Certificates (other than the RRI Interest) (or, with respect to a vote of Non-Reduced Certificates, in the case of any
Class of Non-Reduced Certificates), a percentage equal to the product of 98% and a fraction, the numerator of which is equal to
the Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the Special Servicer
pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations
Reviewer pursuant to Section 12.05, taking into account any notional reduction in the Certificate Balance for Appraisal
Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of such Class, in each case, determined
as of the Distribution Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate
Balance (and solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to
Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j), taking into account any notional
reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a)
hereof) of the Principal Balance Certificates (or, if with respect to a vote of Non-Reduced Certificates, the aggregate of
the Certificate Balances of all Classes of the Non-Reduced Certificates), each determined as of the Distribution Date immediately
preceding such time (with respect to the RRI Interest, subject to the limitations set forth herein). None of the Class R or Class
Z Certificates or RRI Interest will be entitled to any Voting Rights; however, the Holders of the RRI Interest shall be
entitled to consent to amendments to this Agreement that would adversely affect the rights of such Certificateholders.


 


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


 






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“WFCM 2016-NXS6
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of October 1, 2016, among Wells Fargo
Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer and certificate
administrator, CW Capital Asset Management LLC, as special servicer, Wilmington Trust, National Association, as trustee, and Trimont
Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer, entered into in connection with the issuance
of the Commercial Mortgage Pass-Through Certificates, Series 2016-NXS6.


 


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


 


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


 


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


 


“Whole Loan”:
Any of (i) the Novo Nordisk Whole Loan, (ii) the Gurnee Mills Whole Loan, (iii) the Rentar Plaza Whole Loan, (iv) the
Greenwich Office Park Whole Loan, (v) the Wolfchase Galleria Whole Loan, (vi) the 681 Fifth Avenue Whole Loan, (vii) the QLIC Whole
Loan, (viii) the Federal Way Crossings Whole Loan and (ix) the MY Portfolio Whole Loan.


 


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


 


“Wolfchase Galleria
Co-Lender Agreement”: That certain Agreement Between Noteholders, dated as of December 7, 2016, by and between the holders
of the Wolfchase Galleria Companion Loans and the holder of the Wolfchase Galleria Mortgage Loan, relating to the relative rights
of such holders of the Wolfchase Galleria Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“Wolfchase Galleria
Companion Loans”: With respect to the Wolfchase Galleria Whole Loan, the Companion Loans evidenced by the related promissory
notes A-1-1, A-1-2, A-2, A-3, A-4 and A-5 made by the related Mortgagor and secured by the Mortgage on the Wolfchase Galleria Mortgaged
Property, which are not included in the Trust and which are pari passu in right of payment with the Wolfchase Galleria Mortgage
Loan to the extent set forth in the Wolfchase Galleria Co-Lender Agreement.


 


“Wolfchase Galleria
Mortgage Loan”: With respect to the Wolfchase Galleria Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 7 on the Mortgage Loan Schedule), which are designated as promissory notes A-6 and A-7, and are pari passu
in right of payment with the Wolfchase Galleria Companion Loans to the extent set forth in the Wolfchase Galleria Co-Lender Agreement.


 


“Wolfchase Galleria
Mortgaged Property”: The Mortgaged Property that secures the Wolfchase Galleria Whole Loan.


 






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


 


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


 


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


 


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


 


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


 


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


 


(i)            All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall
be made on the basis of a three hundred sixty (360) day year consisting of twelve (12) 30-day months.


 






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


 


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


 


(iv)          All net present value calculations and determinations made with respect to a Mortgage Loan, Serviced Companion Loan, Mortgaged
Property or REO Property (including for purposes of the definition of “Servicing Standard”) shall be made, in
the event the Mortgage Loan documents are silent, using a discount rate (a) for principal and interest payments on a Mortgage
Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Loan, by the Special Servicer, the highest of (x) the
rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable
by the related Mortgagor(s) on similar non-defaulted debt of such Mortgagor(s) as of such date of determination, (y) the
Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based on its outstanding principal balance
and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including
property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the
related Mortgaged Property.


 


(v)           Any reference to “expense of the trust” or “additional trust fund expense” or words of similar import
shall be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust expenses or such Intercreditor Agreement does not prohibit the following
application of trust expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu, to
the Trust and Serviced Pari Passu Companion Loan in accordance with the respective stated principal balances of the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan or (ii) with respect to any AB Whole Loan, first, to the
related AB Subordinate Companion Loan and then, to the Trust.


 






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Section 1.03       Certain Constructions. For purposes of this Agreement, references to the most or next most subordinate Class of Certificates
or Regular Interest outstanding at any time shall mean the most or next most subordinate Class of Certificates or Regular Interest
then outstanding as among the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class
B, Class C, Class D, Class E and Class F Certificates or the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-S, Class B, Class C, Class D, Class E and Class F Regular Interests, as applicable. For purposes of this Agreement,
each Class of Certificates (other than the Class X-A, Class X-B, Class X-E, Class X-F, Class X-NR, Class Z and Class R Certificates)
and Regular Interests (other than the Class X Regular Interests) shall be deemed to be outstanding only to the extent its respective
Certificate Balance has not been reduced to zero. For purposes of this Agreement, the Class Z Certificates shall be outstanding
so long as any ARD Loan is outstanding. For purposes of this Agreement, the Class R Certificates shall be outstanding so long as
the Trust Fund has not been terminated pursuant to Section 9.01 of this Agreement or any other Class of Certificates or
Regular Interest remains outstanding. For purposes of this Agreement, each of the Class X Certificates and the Class X Regular
Interests shall be deemed to be outstanding until their respective Notional Amounts have been reduced to zero.


 


Notwithstanding anything
to the contrary contained herein, for purposes of this Agreement, each reference to any action by the Master Servicer or Special
Servicer that is subject to the consent or approval of the Directing Certificateholder, or consultation with the Directing Certificateholder,
the Risk Retention Consultation Party or the Operating Advisor, shall in each case be further subject to the determination by the
Master Servicer or Special Servicer that taking or refraining from taking the action as proposed by the Directing Certificateholder,
the Risk Retention Consultation Party or the Operating Advisor or not taking such action as proposed by the Master Servicer or
Special Servicer if the Directing Certificateholder fails to grant its consent or approval, or if the Directing Certificateholder,
the Risk Retention Consultation Party or the Operating Advisor, as applicable, fail to express their concurrence, to any action
proposed to be taken by the Master Servicer or Special Servicer, in each case, is consistent with the Servicing Standard. In each
case, (a) if the response by the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor
hereunder is inconsistent with the Servicing Standard, the Master Servicer or the Special Servicer shall take such action as is
consistent with the Servicing Standard, and (b) if the Master Servicer or Special Servicer determines that immediate action
is necessary to protect the interests of the Certificateholders and, in the case of any Serviced Whole Loan, the related Serviced
Companion Loan Noteholders (as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable,
constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into
account the subordinate nature of such Subordinate Companion Loan)), and the Master Servicer or Special Servicer, as applicable,
has made a reasonable effort to contact the Directing Certificateholder, the Risk Retention Consultation Party or the Operating
Advisor, as applicable, it may take such action without waiting for a response from the Directing Certificateholder, the Risk Retention
Consultation Party or the Operating Advisor, as applicable; provided that the Special Servicer or Master Servicer, as applicable,
shall provide the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor, if applicable, with
prompt written notice following such action including a reasonably detailed explanation of the basis for such action.


 






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[End of Article I]


 


Article II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01       Conveyance
of Mortgage Loans. (a)  The Depositor, concurrently with the execution and delivery hereof, does hereby
establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust,
without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests) all the right, title and interest of the Depositor, including any security interest therein for the benefit of the
Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1,
2, 3, 4, 5 (excluding Section 5(e) and 5(f)), 6(a) (excluding clauses (viii), (ix) and (x) of Section 6(a)), 6(c),
6(e), 6(g), 6(h), 6(i), 11, 12, 16, 17, 18, 19, 20, 21 and 22 of each of the Mortgage Loan Purchase Agreements;
(iii) the Intercreditor Agreements, and (iv) all other assets included or to be included in the Trust Fund. Such
assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case,
other than (i) payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off
Date; (ii) prepayments of principal collected on or before the Cut-off Date; (iii)  with respect to those
Mortgage Loans that were closed in December 2016 but have their first Due Date in January 2017, any interest amounts relating
to the period prior to the Cut-off Date); and (iv) any Loan Seller Defeasance Rights and Obligations with respect to the
Mortgage Loans. The transfer of the Mortgage Loans and the
related rights and property accomplished hereby is absolute and, notwithstanding Section 13.07, is intended by
the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5 (excluding
Section 5(e) and 5(f), 6(a) (excluding clauses (viii), (ix) and (x) of Section 6(a)), 6(c), 6(e), 6(g), 6(h), 6(i),
11, 12, 16, 17, 18, 19, 20, 21 and 22 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get
the benefit of Sections 11, 12 and 17 thereof in connection with any exercise of rights under the assigned Sections,
and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 11, 12 and 17 in
connection therewith.


 


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


 






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


 






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


 






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certifying
that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of which shall be delivered to the Custodian
on the Closing Date. If a letter of credit referred to in the previous sentence is not in a form that would allow the Master Servicer
to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related
Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or
copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related
issuer of such letter of credit for processing) to the Custodian within thirty (30) days of the Closing Date. If not otherwise
paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s)
of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trust and shall cooperate
with the reasonable requests of the Master Servicer in connection with effectuating a draw under any such letter of credit prior
to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the
Trust.


 


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


 






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


 


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


 


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


 






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(f)       The
Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three
(3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held in the
name of the applicable Mortgage Loan Seller or any other name to be transferred to the Master Servicer (or a Sub-Servicer) for
deposit into Servicing Accounts.


 





(g)       With respect to the Mortgage Loans secured by the Mortgaged Properties identified as “Embassy Suites - Hillsboro”,
“Courtyard Cromwell”, “Best Western O’Hare”, “Best Western Plus Atlanta Airport – East”,
“The Charles Hotel”, “Best Western Salt Lake City”, “MY Portfolio – Holiday Inn Express –
Covington”, “MY Portfolio – Holiday Inn – Vicksburg”, “Best Western Battleground”, “MY
Portfolio – Holiday Inn Express - New Orleans”, “MY Portfolio – Comfort Suites – Gonzales”,
“MY Portfolio – LaQuinta Inn & Suites – Vicksburg” and “MY Portfolio – Candlewood Suites
– Slidell” on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter
in favor of the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign
any related comfort letter to the Trust or otherwise have a new comfort letter issued in the name of the Trust, the related Mortgage
Loan Seller or its designee will be required to provide any such required notice or make any such required request to the related
franchisor (with a copy of such notice or request to the Master Servicer) within 45 days of the Closing Date (or any shorter period
if required by the applicable comfort letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing
Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may
be contemplated under the existing comfort letter). If the Master Servicer is unable to acquire any such replacement comfort letter
(or new document or acknowledgement, as applicable) within one hundred-twenty (120) days of the Closing Date, the Master Servicer
shall notify the related Mortgage Loan Seller that no such replacement comfort letter has been received.


 







 


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


 





(i)       Within five (5) Business Days of the Closing Date, the Depositor shall deliver the Initial Schedule AL File in EDGAR-Compatible
Format, Initial Schedule AL Additional File in EDGAR-Compatible Format and Annex A-1 in EDGAR-Compatible Format to the Prospectus
to the Master Servicer at ssreports@wellsfargo.com.


 






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


 


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


 






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


 


(d)       Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material
Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix)
in the definition of “Mortgage File”, which Material Defect results solely from a delay in the return of the related
documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part
of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement,
the Directing Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class and, with respect to any other Mortgage Loan, only prior
to the occurrence and continuance of a Control Termination Event), and the Special Servicer may, in accordance with the Servicing
Standard, after the occurrence and during the continuance of a Control Termination Event, permit the related Mortgage Loan Seller
in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held
in trust in a segregated Eligible Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated Principal
Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer
a letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held
by the Master Servicer (i) until the date on which the Custodian determines and notifies the Master Servicer that such Material
Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time the Master Servicer shall
return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied to the Purchase
Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d) in the event
of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences,
if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that
it has determined in the exercise of its reasonable judgment that the document with respect to which such Material Defect exists
is


 






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required
in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending
any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority
of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation, the related
Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with, and to the
extent required by, the terms and conditions of Section 2.03(b) and Section 6 of the related Mortgage Loan Purchase
Agreement; provided, however, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan
for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension period) if it
is attempting to recover the document from the applicable filing or recording office and provides an officer’s certificate
setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase
or substitution, upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has
delivered a letter of credit to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer shall,
to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the Collection Account to be
applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or
proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with
Section 2.03(b). All such funds deposited in the Collection Account shall be invested in Permitted Investments, at
the direction and for the benefit of the related Mortgage Loan Seller. Such funds shall be treated as an “outside reserve
fund” under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is beneficially owned
by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain liable for any taxes
payable on income or gain with respect thereto.


 


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


 






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filed
as a fixture filing, that the related Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged
Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple
Mortgagors are named as debtors in the same UCC Financing Statement filing). The assignments of the UCC Financing Statements to
be assigned to the Trust will be delivered on the new national forms (or on such other form as may be acceptable for filing or
recording in the applicable jurisdiction) and in a format suitable for filing or recording, as applicable, and will be filed or
recorded in the jurisdiction(s) where such UCC Financing Statements were originally filed or recorded, as indicated in the documents
provided, and in accordance with then-current laws.


 


(f)       If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect
with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event
later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing
a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in
a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage
File but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and
have not been returned by the recorder’s office or filing office).


 


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


 


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


 






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


 


In
the event that the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Custodian receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such
Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if relating
to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence: “This is
a ‘Repurchase Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the CSMC
2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-NXSR requiring action by you as
the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such Repurchase Request by the Master Servicer
or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase
Request, and such party shall comply with the procedures set forth in this Section 2.02(g) with respect to such Repurchase
Request. In no event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth
in Section 2.02 of this Agreement in connection with its review of the Mortgage File.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(b)      If
any Certificateholder, the Directing Certificateholder, the Master Servicer, the Special Servicer, the Certificate Administrator,
Operating Advisor (solely in its capacity as Operating Advisor) or the Trustee discovers (without implying any duty of such person
to make, or to attempt to make, such a discovery) or receives notice alleging a Material Defect in any Mortgage File, such Certificateholder,
the Directing Certificateholder, the Master Servicer, the Special Servicer, the Trustee, Operating Advisor (solely in its capacity
as Operating Advisor) or the Certificate Administrator, as applicable, shall give prompt written notice of such


 






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Material
Defect to the Depositor, the Master Servicer, the Special Servicer, the applicable Mortgage Loan Seller, the Trustee, the Certificate
Administrator, the Operating Advisor (solely in its capacity as Operating Advisor) and, prior to the occurrence of a Consultation
Termination Event, the Directing Certificateholder, and the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced
Loan) or Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall request in writing
that the applicable Mortgage Loan Seller, not later than ninety (90) days after (i) except in the case of the succeeding
clause (ii), the applicable Mortgage Loan Seller’s discovery of the Material Defect or receipt of such notice
or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective obligation to be treated as a qualified mortgage, the earlier of (x) the discovery by the Mortgage
Loan Seller or any party to this Agreement of such Material Defect or (y) receipt of notice of a discovery of such Material
Defect from any party to this Agreement by the Mortgage Loan Seller, (such ninety (90) day period, the “Initial Cure
Period”), (A) cure such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense,
including reimbursement of any related reasonable additional expenses of the Trust reasonably incurred by any party to this Agreement,
(B) repurchase the affected Mortgage Loan or REO Mortgage Loan (or, with respect to the Gurnee Mills Mortgage Loan, repurchase
the related promissory notes sold by the related Mortgage Loan Seller) (excluding any related Companion Loan, if applicable) at
the applicable Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute
a Qualified Substitute Mortgage Loan (other than with respect to any Mortgage Loan that is part of a Whole Loan, for which no
substitution will be permitted) for such affected Mortgage Loan or REO Mortgage Loan, and pay any Substitution Shortfall Amount
in connection with such substitution (provided that in no event shall any such substitution occur on or after the second
anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall
Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided,
however, that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to
deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii)
of the definition of Mortgage File by a date not later than eighteen (18) months following the Closing Date, if such Material
Defect is capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has
commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage
Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such
additional ninety (90) day period, the “Extended Cure Period”) to complete such cure (or, failing such cure,
to repurchase the related Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) or substitute
a Qualified Substitute Mortgage Loan (other than with respect to any Mortgage Loan that is part of a Whole Loan, for which no
substitution will be permitted) and pay any Substitution Shortfall Amount in connection with such substitution) and provided,
further, that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s
certificate to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate
to the 17g-5 Information Provider), the Master Servicer, the Special Servicer, the Operating Advisor and (with respect to any
Mortgage Loan other than an Excluded Loan with


 






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respect
to the Directing Certificateholder or the Holder of the majority of the Controlling Class, prior to the occurrence and continuance
of a Consultation Termination Event), the Directing Certificateholder, setting forth the reason such Material Defect is not capable
of being cured within the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with
the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within
the Extended Cure Period. Notwithstanding the foregoing, any Material Defect which causes any Mortgage Loan not to be a “qualified
mortgage” (within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations
Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage) shall be deemed to materially
and adversely affect the interests of Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s
right to cure such Material Defect during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for
without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased,
the funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller are to be remitted by wire transfer
to the Master Servicer for deposit into the Collection Account.


 


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


 






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


 


If
any Breach pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage
Loan document(s), then the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as the same may
be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such
costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust
that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor and (ii) if such Mortgage Loan
is or was a Delinquent Loan subject to an Asset Review, the amount of any fees payable, without duplication, pursuant to Section 12.02(b)
to the extent not previously paid by the Mortgage Loan Seller to the Asset Representations Reviewer, the Special Servicer
or the Trust, as applicable, attributable to the Asset Review of such Mortgage Loan; provided, however, that in
the event any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the option to either repurchase
or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso
to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and
upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To
the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from
the related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses
obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due with
respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic
Payments due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and received by the
Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution,
shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or
prior to the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being
repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date
of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer or the Special
Servicer to the applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding
anything contained in this Agreement or the related Mortgage Loan Purchase Agreement, no delay in either the discovery of a Material
Defect or in providing notice of such Material Defect shall relieve the applicable Mortgage Loan Seller of its obligation to cure,
repurchase or substitute for (or make a Loss of Value Payment with respect to) the related Mortgage Loan if it is otherwise required
to do so under the related Mortgage Loan Purchase Agreement and/or this Article II unless (i) the related Mortgage
Loan Seller did not otherwise


 






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discover
or have knowledge of such Material Defect, (ii) such delay is a result of the failure by a party to the applicable Mortgage
Loan Purchase Agreement, or this Agreement (other than the Asset Representations Reviewer), to provide prompt notice as required
by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual knowledge of such
Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such Material Defect
does not relate to the applicable Mortgage Loan not being a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code, but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective obligation
to be treated as a qualified mortgage and (iv) such delay precludes such Mortgage Loan Seller from curing such Material Defect.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with
respect to a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the
affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan
documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements,
if any, set forth in the Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect
that such release in lieu of a repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the
imposition of a tax upon any Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency
Confirmation.


 


(c)       Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further
subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage
File to be deemed to have a “Defect” that constitutes a Material Defect and to be conclusively presumed to materially
and adversely affect the interests of Certificateholders in a Mortgage Loan (but solely with respect to clause (a))
and to be deemed to materially and adversely affect the interest of the Certificateholders in and the value of a Mortgage Loan:
(a) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b) the absence from
the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage
File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate from the related
Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation (or certified by the applicable recorder’s
office); (c) the absence from the Mortgage File of the item called for by clause (viii) of the definition of
Mortgage File; (d) the absence from the Mortgage File of any intervening assignments required to create a complete chain
of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File either a copy of the assignment
with evidence of recording thereon or a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller
stating that the original intervening assignments were sent for filing or recordation (or certified by the applicable recorder’s
office), as applicable; (e) the absence from the Mortgage File of any required letter of credit (except as permitted under
Section 2.01(b)); or (f) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage
File of a copy (or an original, if available) of the related Ground Lease; provided, however, that no Defect (except
the Defects previously described in


 






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subclauses (a)
through (f) of this Section 2.03(c)) shall be considered to materially and adversely affect the value of
the related Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless
the document with respect to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s
rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect
to the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage
Loan or for any immediate significant servicing obligation; provided, further, that no Defect relating to any Non-Serviced
Mortgage Loan previously described in subclauses (b) through (f) of this Section 2.03(c) shall
be considered to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged Property
or the interests of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice of such
Defect, is unable to produce a copy of the document with respect to which the Defect exists within a reasonable period after receiving
such notice or otherwise establish that the original or copy, as applicable, of such document has been delivered, in compliance
with the terms of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing,
the delivery of executed escrow instructions or a binding commitment to issue a lender’s title insurance policy, as provided
in clause (viii) of the definition of Mortgage File herein, in lieu of the delivery of the actual policy of lender’s
title insurance, shall not be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered
to the Custodian not later than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to the extent
a Mortgage Loan Seller has otherwise complied with its document delivery requirements under this Agreement and the related Mortgage
Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above of
a document that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian
subsequently loses a document, the fact that such document is lost may not be utilized as the basis for a claim of a Material
Defect against a Mortgage Loan Seller pursuant to Section 6(e) of the related Mortgage Loan Purchase Agreement and/or this
Section 2.03 and the Custodian shall be liable for any such loss to the extent provided for in Section 8.01.


 


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


 






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


 


(f)       The
Master Servicer (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans)
shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests), enforce the
obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement, including,
without limitation, the legal prosecution of claims, if any, shall be carried out in accordance with the Servicing Standard. Any
costs incurred by the Master Servicer or the Special Servicer with respect to the enforcement of the obligations of the applicable
Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered from the applicable
Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided for herein. The Master Servicer
or the Special Servicer, as applicable, shall be reimbursed for the reasonable costs of such enforcement: first, from a
specific recovery, if any, of costs, expenses or attorneys’ fees against the applicable Mortgage Loan Seller; second,
pursuant to Section 3.05(a)(vii) herein out of the related Purchase Price, to the extent that such expenses are a
specific component thereof; and third, if at the conclusion of such enforcement action it is determined that the amounts
described in clauses first and second are insufficient, then pursuant to Section 3.05(a)(viii)
herein out of general collections on the Mortgage Loans on deposit in the Collection Account. Any costs, expenses or attorneys’
fees related to a repurchase of a Companion Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to
the documents related to an Other Securitization, if applicable.


 


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


 






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sums
due with respect to the related Mortgage Loan that would otherwise be payable to the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement; provided, further,
that the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, may waive the collection of amounts
due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)       If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan
in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed
to constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes
of this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s)
in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans
satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed
Mortgage Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either
to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or
to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or
other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed
Underlying Loans in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their
outstanding Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i),
all other terms of the related Mortgage Loans shall remain in full force and effect without any modification thereof.


 


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


 


(j)       With
respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute
for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while
the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage
Loan Seller and the applicable Master Servicer or, with respect to a Specially Serviced Loan, the applicable Special Servicer,
on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement,


 






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forbear
from enforcing any remedies against the other’s Primary Collateral but each will be permitted to exercise remedies against
the Primary Collateral securing its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral
securing the Mortgage Loans still held by the Trustee, so long as such exercise does not materially impair the ability of the
other party to exercise its remedies against its Primary Collateral. If the exercise of the remedies by one party would materially
impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying
Loans held by such party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising
such remedies until the Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner
that complies with the related Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the
exercise of remedies.


 


(k)       (i) 
In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other party to this
Agreement. Subject to Section 2.03(l), the Master Servicer (in the case of Non-Specially Serviced Loans) and the Special
Servicer (in the case of Specially Serviced Loans) (the “Enforcing Servicer”) shall be the Enforcing Party
with respect to a Certificateholder Repurchase Request.


 


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


 


(iii)      In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply. 
Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the
related Mortgage Loan Seller.


 


After
the Dispute Resolution Cut-off Date, if no Certificateholder or Certificate Owner has become a Requesting Certificateholder, no
Certificateholder or Certificate Owner shall have the right to elect to refer the Repurchase Request to mediation or arbitration
and the


 






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Enforcing
Servicer, as the Enforcing Party, shall be the sole party entitled to enforce the Trust’s rights against the related Mortgage
Loan Seller, subject to the consent or consultation rights of the Directing Certificateholder pursuant to Section 6.08.


 


(l)       (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request
was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer will be required
to send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any,
to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator
(which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com) who shall make such notice available
to all other Certificateholders and Certificate Owners (by posting such notice on the Certificate Administrator’s Website)
indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (a “Proposed
Course of Action”). Such notice shall include (a) a request to Certificateholders to indicate their agreement with or
dissent from such Proposed Course of Action by clearly marking “agree” or “disagree” to the Proposed Course
of Action on such notice within 30 days of the date of such notice and a disclaimer that responses received after such 30-day
period shall not be taken into consideration, (b) a statement that in the event any Certificateholder disagrees with the Proposed
Course of Action, the Enforcing Servicer shall be compelled to follow or accept the course of action agreed to and/or proposed
by the majority of the responding Certificateholders that involves referring the matter to mediation or arbitration, as the case
may be, (c) a statement that responding Certificateholders will be required to certify their holdings in connection with such
response, (d) a statement that only responses clearly marked “agree” or “disagree” with such Proposed
Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to send their responses
to the applicable Enforcing Servicer and the Certificate Administrator. If (a) the Enforcing Servicer’s intended course
of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the applicable
Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other
Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration)
or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights
against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder,
if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the
Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner
may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”)
within 30 days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the
“Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either
mediation or arbitration. In the event any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election
Notice, and the Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting
the Enforcing Servicer’s initial Proposed Course of Action, such responses shall be considered Preliminary Dispute Resolution
Election Notices supporting the Proposed Course of Action. The Certificate Administrator shall within three (3) Business Days
after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders and share the
results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received and


 






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clearly
indicating agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language shall
not be taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with the
Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions from Certificateholders
regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection
with this Section 2.03(l) shall be limited solely to tabulating Certificateholder responses of “agree” or “disagree”
to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement obligation on the Certificate
Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation
of the majority of the responding Certificateholders.


 


(ii)       If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary
Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall
have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party
entitled to enforce the Trust’s rights against the related Mortgage Loan Seller, subject to the consent or consultation
rights of the Directing Certificateholder pursuant to Section 6.08.


 


(iii)      Promptly
and in any event within 10 Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the Initial
Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a) and
(b), a “Requesting Certificateholder”), the Enforcing Servicer will be required to consult with each
Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including
nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute
Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer
as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed
no later than 10 Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish
procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to the timing and
extent of such consultations. No later than 5 Business Days after completion of the Dispute Resolution Consultation, a Requesting
Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer
the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


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


 


(v)       If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting


 






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


 


(vi)       Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)      In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller.


 


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


 


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


 


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


 


(i)         The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
(such provider, the “Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation
Rules”) promulgated by the Mediation Services Provider.


 






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


 


(iii)      The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(iv)      The
expenses of any mediation will be allocated among the parties to the mediation, including, if applicable, between the Enforcing
Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(n)       If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)         The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller (such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures
(the “Arbitration Rules”) promulgated by the Arbitration Services Provider.


 


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


 


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


 


(iv)       After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all


 






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motions,
including dispositive and discovery motions, in accordance with the Federal Rules of Civil Procedure for non-jury matters (the
“Rules”) (including summary judgment and other prehearing and post hearing motions), and will do so by reasoned
decision on the motion of any party to the arbitration.


 


(v)       Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good
faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably
and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions
(excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the
ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause
is shown that such additional discovery is reasonable and necessary.


 


(vi)      The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the
Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees
of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’
fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the
arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final
determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted
under federal or state law, and may be enforced in any court of competent jurisdiction.


 


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


 


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


 


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


 


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


 


(ii)       If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider,


 






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then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then in the Supreme Court of the State of New
York for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)       The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared
with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law,
regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information
from a third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly
notify the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to
the production of its confidential information.


 


(iv)       In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such
proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided
that no Consultation Termination Event has occurred and is continuing), and in accordance with the Servicing Standard. All amounts
recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection
Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting Certificateholder
is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached
in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses
allocated to the Requesting Certificateholder.


 


(v)        In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 






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(vi)       The
Trust (or the Enforcing Servicer or the Trustee, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


(vii)      For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration affect in any manner the ability of the Enforcing Servicer to perform its obligations with respect
to a Mortgage Loan or the exercise of any rights of a Directing Certificateholder.


 


(viii)     In
the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then
utilize the alternative method.


 


(ix)       Any
out-of-pocket expenses required to be borne by the Enforcing Servicer in a mediation or arbitration shall be reimbursable as trust
fund expenses.


 


Section 2.04          Execution
of Certificates; Issuance of Lower-Tier Regular Interests.  The Trustee hereby acknowledges the assignment to it
of the Mortgage Loans and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of
the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the
assignment to it of all of the other assets included in the Vinings Village Loan REMIC, the Jameel Road and Kirkwood Center Loan
REMIC, Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, (i) in exchange for the Mortgage
Loans (other than the Vinings Village Mortgage Loan and the Jameel Road and Kirkwood Center Mortgage Loan) (other than Excess
Interest), the Vinings Village Loan REMIC Regular Interest, the Jameel Road and Kirkwood Center Loan REMIC Regular Interest and
the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee acknowledges the issuance
of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the contribution
by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC; (iii) in exchange for the Lower-Tier REMIC Regular
Interests, the Trustee acknowledges the issuance of the Regular Interests and the Class UR Interest to the Depositor; (iv) the
Trustee acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (v) the Trustee acknowledges
the contribution by the Depositor of the Regular Interests, the Class R Specific Grantor Trust Assets and the ARD Grantor Trust
Assets to the Grantor Trust and (vi) immediately thereafter, in exchange for the related Specific Grantor Trust Assets, the
Trustee acknowledges that it has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate
and to deliver to or upon the order of the Depositor, the Regular Certificates, the Class V Certificates and the Class R Certificates,
and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing
the entire beneficial ownership of the Trust Fund.


 






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The
Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without
recourse all the right, title and interest of the Depositor in and to the Regular Interests to the Trustee for the benefit of
the holders of the Regular Certificates (to the extent of the Class Percentage Interest with the corresponding alphabetical and
numerical designation), the Class V1-A Certificates (to the extent of the Class V1-A Percentage Interest), the Class V1-B Certificates
(to the extent of the Class V1-B Percentage Interest), the Class V1-C Certificates (to the extent of the Class V1-C Percentage
Interest), the Class V1-D Certificates (to the extent of the Class V1-D Percentage Interest), the Class V1-E Certificates (to
the extent of the Class V1-E Certificates) and the Class V2 Certificates (to the extent of the Class V2 Percentage Interest).
The Trustee (i) acknowledges the assignment to it of the Regular Interests, (ii) declares that it holds and will hold such Regular
Interests in trust for the exclusive use and benefit of all present and future Holders of the Certificates (other than the Class
R and Class Z Certificates) and (iii) has caused the Certificate Administrator to execute, and has caused the Authenticating Agent
to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Regular Interests, and the Depositor
hereby acknowledges the receipt by it or its designees of the Certificates (other than the Class R and Class Z Certificates) in
authorized Denominations.


 


Section 2.05          Creation
of the Grantor Trust.   The Certificates are hereby designated as undivided beneficial interests in their respective
portions of the Trust Fund consisting of their interests in the related Specific Grantor Trust Assets, which portions shall be
treated as a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.


 


[End
of Article II]


 


Article III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section 3.01          The
Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans,
the Serviced Companion Loans and REO Properties.  (a) Each of the Master Servicer and Special Servicer shall
diligently service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion
Loans and the REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated to service
in accordance with applicable law, this Agreement and the Mortgage Loan documents on behalf of the Trust and in the best interests
of and for the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders
and the Trustee, in each case, as a collective whole, taking into account the subordinate or pari passu nature of such
Companion Loans, as the case may be (as determined by the Master Servicer or Special Servicer, as the case may be, in its reasonable
judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any
Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans
and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu nature of the Companion
Loan, as the case may be. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the
related Intercreditor Agreement, the related


 






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Intercreditor
Agreement shall control; provided that in no event shall the Master Servicer or the Special Servicer, as the case may be,
take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause the Master
Servicer or the Special Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions. To the extent
consistent with the foregoing, the Master Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and the Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in
the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special
Servicer, as the case may be, services and administers similar mortgage loans for other third party portfolios and (2) the
same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services
and administers similar mortgage loans owned by the Master Servicer or the Special Servicer, as the case may be, with a view to
the (A) the timely recovery of all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B)
in the case of a Specially Serviced Loan or an REO Property, maximization of timely recovery of principal and interest on a net
present value basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and the
Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) (and in the case of any Whole
Loan, the best interests of the Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such
Certificateholders and the holder or holders of the related Companion Loan constituted a single lender), taking into account the
subordinate or pari passu nature of the related Companion Loan), as determined by the Master Servicer or the Special Servicer,
as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of
practice of prudent institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without
regard to any conflict of interest arising from: (i) any relationship that the Master Servicer, the Special Servicer or any
Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor or any Affiliate of such Mortgagor, any Mortgage
Loan Seller, any other parties to this Agreement, any Sponsor, any originator of a Mortgage Loan or any Affiliate of any of the
foregoing; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage
Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable;
(iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the right of the Master Servicer or the
Special Servicer, as the case may be, or any of its Affiliates to receive compensation for its services and reimbursement for
its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for others
of (a) the Non-Serviced Mortgage Loans and the Non-Serviced Companion Loans or (b) any other mortgage loans, subordinate
debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the Master Servicer or the Special Servicer,
as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the Special Servicer, as the case
may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation,
any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related Companion Loan the Master Servicer
or the Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer
or the Special Servicer, or any of their respective Affiliates, to repurchase, substitute for or make a Loss of Value Payment
with respect to a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any


 






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of
their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 


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


 


Without
limiting the foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer
(i) any Mortgage Loans (other than the Non-Serviced Mortgage Loans, except in the case of Section 2.03(f) and Sections
2.03(k) through 2.03(o)), any related Serviced Companion Loans as to which a Servicing Transfer Event has occurred
and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect to Non-Specially
Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than the Non-Serviced Mortgaged Properties);
provided that the Master Servicer shall continue to receive payments and make all calculations, and prepare, or cause to
be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified herein
as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and
the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect to such Specially Serviced
Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master
Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special
Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer
to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer, will not have any
responsibility for the performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this Agreement.
The Special Servicer, in its capacity as Special Servicer, will not have any responsibility for the performance by the Master
Servicer, in its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related Serviced Companion
Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified in Section 3.19(a).
Without limiting the foregoing, subject to Section 3.19, the Master Servicer shall be obligated to service and administer
any Non-Specially Serviced Loan or any related Serviced Companion Loan. The Special Servicer shall make the property inspections,
use its reasonable efforts to collect the financial statements, budgets, operating statements and rent rolls and forward to the
Master Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance
with Section 3.12. After notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any
Non-Specially Serviced Loan if efforts by the Master Servicer to collect required financial information have been unsuccessful
or any other issues remain unresolved. Such contact shall be coordinated through and with the cooperation of the Master Servicer.
No provision herein contained shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer
of the collectability or recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or shall be construed
to impair or adversely affect any rights or benefits provided by this Agreement to the Master Servicer or the Special Servicer
(including with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued
thereon). Any provision in this Agreement for any Advance by the Master Servicer or the Trustee is intended solely to provide
liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose


 






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on
any such Person the risk of loss with respect to one or more of the Mortgage Loans or any related Serviced Companion Loans. No
provision hereof shall be construed to impose liability on the Master Servicer or the Special Servicer for the reason that any
recovery to the Certificateholders in respect of a Mortgage Loan at any time after a determination of present value recovery is
less than the amount reflected in such determination.


 


(b)       Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of
the respective Mortgage Loans or any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable,
and applicable law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, in
the case of the Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be
done any and all things in connection with such servicing and administration for which it is responsible which it may deem necessary
or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own
name (or in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered
by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the
related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan, any related Serviced
Companion Loan, it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security document in
the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or
deliver such financing statements, continuation statements and other documents or instruments as necessary to maintain the lien
created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and
related collateral; (ii) subject to Sections 3.08, 3.18 and 6.08, any and all modifications, waivers,
amendments or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and all
instruments of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of partial
or full release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings to
initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except
as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer
(with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing
any reports required to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10,
the Trustee shall (i) on the Closing Date, furnish to the Master Servicer and the Special Servicer original powers of attorney
in the form of Exhibit R attached hereto (or such other form as mutually agreed to by the Trustee and the Master Servicer
or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the Master Servicer
or the Special Servicer any powers of attorney substantially in the form of Exhibit R attached hereto (or such other
form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other documents
necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing
and administrative duties hereunder; provided, however, that the Trustee shall not be held responsible or liable
for any acts of the Master Servicer or the Special Servicer, or for any negligence with respect to, or misuse of, any such power
of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the


 






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contrary,
the Master Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or the Special
Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction
in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided
that the Master Servicer or Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice
to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in
the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior
to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master
Servicer’s or Special Servicer’s, as applicable, representative capacity)) or (ii) take any action with the intent
to cause, and that actually causes, the Trustee to be required to be registered to do business in any state.


 


(c)       To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents, Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of
the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as
to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible
for the payment of such costs and expenses out of pocket other than as a Servicing Advance.


 


(d)       The
relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 






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(e)       The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)       Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the
later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage
Loan Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage
Loan identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee,
as titled in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion Holders shall be
the beneficiary under each such letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease
for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold
mortgagee, that any notices of default under such Ground Lease and required to be delivered to the leasehold mortgagee pursuant
to the terms of such Ground Lease shall be delivered to the Master Servicer (who shall forward such notice to the Special Servicer),
and that the Master Servicer or the Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders.
If a letter of credit is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the
provider of such letter of credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan
Seller shall cooperate with the reasonable requests of the Master Servicer or Special Servicer in connection with making a draw
under such letter of credit. If the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses
relating to any modifications to or assignment of the related letter of credit, then the applicable Mortgage Loan Seller shall
pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage
Loan documents require the related Mortgagor to pay any costs and expenses relating to any modifications to the related letter
of credit, and such Mortgagor fails to pay such costs and expenses after the Master Servicer has exercised reasonable efforts
to collect such costs and expenses from such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan Seller
notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses as
and to the extent required under the applicable Mortgage Loan Purchase Agreement. The costs and expenses of any modifications
to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the Special Servicer shall have any liability
for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.


 


(g)       Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect
to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust
Fund.


 


(h)       Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto, or payable
to the related Companion Holder, in accordance with the related Intercreditor Agreement remain due and owing.


 






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(i)       The
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan, that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to
any such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, (i) with respect
to any Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan,
in accordance with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate
Companion Loan and then, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in
accordance with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan.


 


(j)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making
Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing
agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master
Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that,
other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses incurred in connection with a legal claim or action resulting from an action or inaction taken or not taken while
the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such
Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable
out of the Trust Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced
Mortgage Loan ceases to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari
Passu Whole Loan, the related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as
a separate servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the Master Servicer
shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three
(3) Business Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or in
the case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect
to Servicing Advances made by any Other Servicer as contemplated in the second proviso to the preceding sentence, the Master Servicer
shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO
Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on
the same level of priority as if such Servicing Advances had been made by the Master Servicer hereunder.


 






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(k)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor Agreement and
the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related
Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan)
under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)       The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the
related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced
Companion Loan is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced
Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related
Non-Serviced Whole Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new
servicing agreement has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the
provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would
not result in a downgrade, qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding.


 


(m)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The Master Servicer
(or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan)
under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement,
the provisions of the related Intercreditor Agreement shall control.


 


(n)       In
connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion Loan),
upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer,
the Special Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use
reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide
information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate,
for inclusion in any disclosure document(s) relating to such Other Securitization.


 






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Section 3.02          Collection
of Mortgage Loan Payments.  (a)  Each of the Master Servicer and the Special Servicer shall use reasonable
efforts consistent with the Servicing Standard to collect all payments called for under the terms and provisions of the Mortgage
Loans and the Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are consistent
with this Agreement (including, without limitation, the Servicing Standard); provided that with respect to each Mortgage
Loan that has an Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related
Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the
failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until the Maturity
Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing
accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer or Special Servicer,
as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with
the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its discretion waive
any Penalty Charge in connection with any delinquent payment on a Mortgage Loan and Companion Loan that it is obligated to service
hereunder.


 


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


 


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


 


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


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued
and unpaid interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of Default Interest
and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of
the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth
below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause
third that either (A) was not advanced because of the reductions (if any) in the amount of related P&I Advances for
such Mortgage Loan that have


 






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occurred
in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of the Stated
Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to
which no P&I Advance was made;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iii)       Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of
payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor,
such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case
of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion
Loan, as applicable, in accordance with Section 3.02(b)(ii) above.


 






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


 


(d)       In
the event that the Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for any Collection
Period, or receives notice from the related Mortgagor that the Master Servicer or the Special Servicer will be receiving Excess
Interest prior to the Determination Date for any Collection Period, the Master Servicer or the Special Servicer, as the case may
be, shall notify the Trustee and Certificate Administrator two (2) Business Days prior to the related Distribution Date in the
CREFC® Loan Periodic Update File. None of the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest or prepayment penalty.
The preceding statements shall not, however, be construed to limit the provisions of Section 3.02(a).


 


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


 


(f)       Promptly
following the Closing Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send written notice
(in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy to any other applicable
party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee is the holder of
the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder
of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced PSA. The
Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit into the Collection Account
all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any
related REO Property.


 


Section 3.03          Collection
of Taxes, Assessments and Similar Items; Servicing Accounts.  (a)  The Master Servicer shall establish
and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall be deposited
and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents and,


 






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if
applicable, the Companion Loan documents, as the case may be. Any Servicing Account related to a Serviced Whole Loan shall be
held for the benefit of the Certificateholders and the related Serviced Companion Noteholder collectively, but this shall not
be construed to modify respective interests of either noteholder therein as set forth in the related Intercreditor Agreement.
Amounts on deposit in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents
and Companion Loan documents, as applicable, or in Permitted Investments in accordance with the provisions of Section 3.06.
Servicing Accounts shall be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals
of amounts so deposited from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments
were collected and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing
Advances; (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on
balances in the Servicing Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and
as described below or, if not so required, to the Master Servicer; (v) after the occurrence of an event of default under
the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion
Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage
Loan documents; or (viii) clear and terminate the Servicing Account at the termination of this Agreement in accordance with
Section 9.01. As part of its servicing duties, the Master Servicer shall pay or cause to be paid to the Mortgagors
interest on funds in Servicing Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion
Loan; provided, however, that in no event shall the Master Servicer be required to remit to any Mortgagor any amounts
in excess of actual net investment income or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents
and applicable law, the Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing
Accounts.


 


(b)       The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion Loan, shall maintain
accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments and other
similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect
thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and
the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion
Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for the payment
of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer as
Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure
or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose
Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special Servicer in the case
of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion
Loan. Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any reserve
accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of such
Mortgage Loan and the


 






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related
Serviced Companion Loan and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan does not require a Mortgagor to escrow for the payment of real estate taxes, assessments, insurance
premiums, ground rents (if applicable) and similar items, the Special Servicer, in the case of REO Loans, and the Master Servicer,
in the case of all other Mortgage Loans or Companion Loan that it is responsible for servicing hereunder, shall use efforts consistent
with the Servicing Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such items at
the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect
to the related Mortgaged Property for nonpayment of such items.


 


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


 






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within
five (5) Business Days of the written request therefor pursuant to the preceding sentence by wire transfer of immediately available
funds to an account designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special
Servicer of any Servicing Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section
3.03, the Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same
time as the Special Servicer actually made such Servicing Advance, and accordingly, the Master Servicer shall be entitled to be
reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the same
manner and to the same extent as the Master Servicer would otherwise have been entitled if it had actually made such Servicing
Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.03, the Master
Servicer shall not be required to reimburse the Special Servicer for any such Servicing Advance if the Master Servicer determines
in accordance with the Servicing Standard that such Servicing Advance, although not characterized by the Special Servicer as a
Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special
Servicer in writing of such determination and, if applicable, such Nonrecoverable Servicing Advance shall be reimbursed to the
Special Servicer pursuant to Section 3.05 of this Agreement.


 


Any
request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the
Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall
be entitled to conclusively rely on such determination, provided that the determination shall not be binding on the Master
Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution Date, the Special Servicer
shall report to the Master Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer
with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled
to conclusively rely on such a determination, but such determination shall not be binding upon the Master Servicer, and shall
in no way limit the ability of the Master Servicer in the absence of such determination to make its own determination that any
Advance is a Nonrecoverable Advance. If the Special Servicer makes a determination that only a portion of, and not all of, any
previously made or proposed Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its
own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable
Advance. All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors and further
as provided in Section 3.05(a). No costs incurred by the Master Servicer or the Special Servicer in effecting the
payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall,
for purposes hereof, including, without limitation, the Certificate Administrator’s calculation of monthly distributions
to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans or any related Serviced Companion
Loan, if applicable, notwithstanding that the terms of such Mortgage Loans or related Serviced Companion Loan, if applicable,
so permit. If the Master Servicer fails to make any required Servicing Advance as and when due (including any applicable cure
periods), to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant
to Section 7.05. Notwithstanding anything herein to the contrary, no Servicing Advance shall be required hereunder
if such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In addition, the Master Servicer shall
consider Unliquidated


 


 






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Advances
in respect of prior Servicing Advances for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation
to make any Servicing Advances under this Agreement.


 


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


 


Notwithstanding
anything to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect
(but shall not be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to
make a payment from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount
thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal
and then from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding
that the Master Servicer (or Special Servicer, as applicable) has determined that a Servicing Advance with respect to such expenditure
would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer
has notified the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related
Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority
of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan; provided
that in each instance, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing
Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best
interest of the Certificateholders (and, if applicable, the Companion Holders), all as a collective whole (taking into account
the subordinate or pari passu nature of any Companion Loans, as the case may be). The Master Servicer or Trustee may elect
to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c).
The parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated
to make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall
be entitled to reimbursement for Nonrecoverable Servicing Advances with respect to such Non-Serviced Whole Loan (with, in each
case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth in the
applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


(d)       In
connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the
Special Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any
amounts then on deposit in the Collection Account interest at the


 






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Reimbursement
Rate in effect from time to time, accrued on the amount of such Servicing Advance from the date made to, but not including, the
date of reimbursement. Subject to Section 3.17(c), the Master Servicer shall reimburse itself, the Special Servicer
or the Trustee, as the case may be, for any outstanding Servicing Advance as soon as practically possible after funds available
for such purpose are deposited in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof
by the Companion Paying Agent, if applicable) subject to the Master Servicer’s or the Trustee’s options and rights
to defer recovery of such amounts as provided herein; provided, however, that such Master Servicer’s or Trustee’s
options and rights to defer recovery of such amounts shall not alter the Master Servicer’s obligation to reimburse the Special
Servicer for any outstanding Servicing Advance as provided for in this sentence. To the extent amounts on deposit in the Companion
Distribution Account with respect to the related Companion Loan are insufficient for any such reimbursement, the Master Servicer
shall use reasonable efforts in accordance with the Servicing Standard to enforce the rights of the holder of the related Mortgage
Loan under the related Intercreditor Agreement to obtain any reimbursement available from the holder of the related Companion
Loan.


 


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


 


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


 






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


 


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


 


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


 


(iv)     all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the Master Servicer, the Special Servicer, the Holder of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that
are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that
are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related
mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated
Advances in respect of the related Mortgage Loans;


 


(v)      any
amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)     any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)    any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding
the foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer
would be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall
be entitled to instead immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts
shall be applied in accordance with the terms hereof and shall be reported as if deposited in such Collection Account and then
withdrawn.


 


The
foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary
statements or demands, assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks
returned for insufficient funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional
servicing


 






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compensation
need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account,
any provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced
Loans, the Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection
Account, in accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to
an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit
into the Collection Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse without recourse or warranty such check to the order of the Master
Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account
may only be invested in Permitted Investments in accordance with the provisions of Section 3.06. As of the Closing
Date, the Collection Account for the Master Servicer shall be located at the offices of Wells Fargo Bank, National Association.
The Master Servicer shall give notice to the Trustee, the Special Servicer, the Certificate Administrator and the Depositor of
the new location of the Collection Account prior to any change thereof.


 


(b)       The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other than
Holders of the Class Z Certificates), (ii) the Upper-Tier REMIC Distribution Account in trust for the benefit of the
Certificateholders (other than the Holders of the Class Z Certificates), (iii) the Regular Interest Distribution Account
in trust for the benefit of the Certificateholders (other than the Holders of the Class R and Class Z Certificates), (iv) the
Class R Specific Distribution Account in trust for the benefit of the Holders of the Class R Certificates and (iv) the Excess
Interest Distribution Account in trust for the benefit of the Holders of the Class V1-E, Class V2 and Z Certificates. The
Master Servicer shall deliver to the Certificate Administrator each month on or before the P&I Advance Date therein, for deposit
(x) in the Lower-Tier REMIC Distribution Account, that portion of the Available Funds attributable to the Mortgage Loans
(in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of the
definition of Available Funds) for, and any Yield Maintenance Charges with respect to the Mortgage Loans distributable on, the
related Distribution Date and (y) in the Excess Interest Distribution Account all Excess Interest for the related Distribution
Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii).
For the avoidance of doubt, so long as Wells Fargo Bank, National Association is the Certificate Administrator, all funds held
in the Distribution Account, the Interest Reserve Account and the Excess Interest Distribution Account shall remain uninvested.


 


With
respect to each Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain
the Companion Distribution Account, which may be a subaccount of the Collection Account, for distributions to each


 






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Companion
Holder, to be held for the benefit of the related Companion Holder and shall, within two (2) Business Days following the Companion
Paying Agent’s receipt of properly identified and available funds, deposit in the Companion Distribution Account any and
all amounts received by the Companion Paying Agent that are required by the terms of this Agreement or the applicable Intercreditor
Agreement to be deposited therein; provided, however, that the Companion Paying Agent shall separately track for
each Serviced Companion Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver
to the Companion Paying Agent each month, on or before the P&I Advance Date therein, for deposit in the Companion Distribution
Account, an aggregate amount of immediately available funds, to the extent received with respect to the related Serviced Whole
Loan, to the extent of available funds, equal to the amount to be distributed to the related Companion Holder pursuant to the
terms of this Agreement and the related Intercreditor Agreement. Notwithstanding the preceding, the following provisions shall
apply to remittances relating to the Serviced Companion Loans that have been deposited into an Other Securitization: (1) on each
Serviced Whole Loan Remittance Date, the Master Servicer shall withdraw from the Collection Account (or applicable portion thereof)
an aggregate amount equal to all payments and/or collections actually received on, and payable to, such Serviced Companion Loans
prior to such dates; provided, however, that in no event shall the Master Servicer be required to transfer to the
Companion Distribution Account any portion thereof that is payable or reimbursable to or at the direction of any party to this
Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement; and (2) on each Serviced Whole
Loan Remittance Date, the Companion Paying Agent shall make the payments and remittance described in Section 4.01(k),
which payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance Date.


 


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


 


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


 


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


 


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


 


(iii)     any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates


 






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in
connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund pursuant to Section 9.01
(exclusive of that portion thereof required to be deposited in the Collection Account pursuant to Section 9.01);


 


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


 


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


 


If,
as of the close of business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in
the foregoing clauses (i) through (v) or any Excess Interest are required to be delivered hereunder, the Master
Servicer shall not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or
the Excess Interest Distribution Account, as applicable, the amounts required to be deposited therein pursuant to the provisions
of this Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)),
the Master Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including
the date such payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i))
until (but not including) the date such late payment is received by the Certificate Administrator.


 


The
Certificate Administrator shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution
Account, as applicable, any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement
to be deposited therein.


 


Promptly
on each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account
and deposit in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier
Distribution Amount and the amount of any Yield Maintenance Charges for such Distribution Date allocated in payment of the Lower-Tier
Regular Interests as specified in Section 4.01(b) and Section 4.01(e), respectively.


 


Funds
on deposit in the Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier
REMIC Distribution Account or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank,
National Association is the Certificate Administrator; provided, however, that such funds may be invested and, if
invested, shall be invested by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is
not Wells Fargo Bank, National Association) in Permitted Investments selected by the party hereunder that maintains such account
which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate
Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold or disposed
of prior to its maturity unless payable on demand. All such Permitted Investments to be administered by the Certificate Administrator
shall be made in the name of “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington
Trust, National


 






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Association,
as Trustee for the Holders of the CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2016-NXSR as their interests may appear”, or in the name of any successor trustee, as Trustee for the Holders of the CSMC
2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-NXSR as their interests may appear.
None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall be liable for any loss incurred
on such Permitted Investments.


 


An
amount equal to all income and gain realized from any such investment shall be paid to the Certificate Administrator as additional
compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect
of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss
(to the extent not offset by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds
immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may
be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer
such amount from the Distribution Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 





On the Closing Date,
the Depositor shall deposit $250,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds
held in the Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2017, upon
receipt by the Certificate Administrator from the Depositor of a legal invoice related to Commission compliance matters, the Certificate
Administrator shall pay such legal invoice from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account.
Any such instruction shall be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject
line reference of “CSMC 2016-NXSR - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of
the Trust Fund, either Trust REMIC or the Grantor Trust. The Depositor will be the beneficial owner of the Legal Fee Reserve Account
for all federal income tax purposes, and shall be taxable on all income earned therefrom.


 


Upon the depletion of
the Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify
the Depositor, and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator
shall have no responsibility in connection therewith.


 


The Certificate Administrator
shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received. On the final
Distribution Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account
in accordance with directions provided by the Depositor.


 


As
of the Closing Date, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account, the Lower-Tier REMIC Distribution Account, the Regular Interest Distribution Account and the Class R Specific Distribution
Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall give notice to the
Trustee, the Master Servicer and the Depositor


 






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of
the proposed location of the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account, the Lower-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Class R Specific Distribution
Account and, if established, the Gain-on-Sale Reserve Account prior to any change thereof.


 


For
the avoidance of doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve
Account, any Servicing Account, the REO Account and the Interest Reserve Account (including interest, if any, earned on the investment
of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of
the Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts)
will be owned by the Grantor Trust for the benefit of the Holders of the Class V1-E, Class V2 and Z Certificates; the Regular
Interest Distribution Account will be owned by the Grantor Trust for the benefit of the Holders of the related Classes of Certificates,
the Companion Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned
by the Companion Holders, as applicable; and the Upper-Tier REMIC Distribution Account (including interest, if any, earned on
the investment of funds such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)       Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate Administrator,
on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on
behalf of the Trustee in trust for the benefit of the Holders of the Class V1-E, Class V2 and Class Z Certificates. The Excess
Interest Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account).
Prior to the applicable Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the
Excess Interest Distribution Account an amount equal to the Excess Interest received prior to the Determination Date for the applicable
Collection Period.


 


(d)       Following
the distribution of the applicable portions of Excess Interest to Holders of the Class V1-E, Class V2 and Class Z Certificates,
as applicable, on the first Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to
their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


(e)       The
Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain on Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon
the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer
will calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale.


 






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(f)       Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)       [Reserved]


 


(h)       [Reserved]


 


(i)       If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value
Payments received by it. The Certificate Administrator shall, based upon information obtained from the CREFC® reports
delivered by the Master Servicer pursuant to the terms hereof, account for the Loss of Value Reserve Fund as an outside reserve
fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust.
Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of
Value Reserve Fund through the Collection Account to the Certificateholders as contributed to and distributed by the Trust REMICs
and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller
as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable
Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall
be taxable on all income earned thereon.


 


Section 3.05          Permitted
Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account.  (a)  The
Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection
Account), exclusive of the Companion Distribution Account that may be a subaccount of the Collection Account, for any of the following
purposes (the following not being an order of priority and without duplication of the same payment or reimbursement):


 


(i)       (A)
no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be remitted
pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I Advances pursuant
to Section 4.03(a); (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent
for deposit in the Companion Distribution Account the amounts required to be so deposited with respect to the Companion Loans;
and (C) to remit to the Certificate Administrator for deposit into the Interest Reserve Account any Withheld Amounts collected
on the Actual/360 Mortgage Loans for their due dates in January (except during a leap year) and February of any calendar year;


 






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(ii)       (A)  to
pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells Fargo
Bank, National Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid
Servicing Fees in respect of each Mortgage Loan, Companion Loan, Specially Serviced Loan, and REO Loan, as applicable, the Master
Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage
Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on
or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds
or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid
Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected
Loan, as applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to
Section 3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation
Proceeds and collections in respect of the related Specially Serviced Loan (provided that, in the case of such payment
relating to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement (i) with
respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage
Loan and Serviced Pari Passu Companion Loan, in accordance with their outstanding principal balances, or (ii) with respect to
an AB Whole Loan, first, from the related AB Subordinate Companion Loan and then, from the AB Mortgage Loan) and
then out of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor (or the
Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage
Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, the Operating Advisor’s
right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C)
with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable,
being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely
with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether
in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to
Section 12.02(b)) Asset Representations Reviewer Asset Review Fee, if any, payable in connection with any Asset Review
performed as a result of an Affirmative Asset Review Vote;


 


(iii)       to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which
represent Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and
REO Loans with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of


 






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P&I
Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any amounts
collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account;
provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement
Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the
Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to
this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion
Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds
and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan,
pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan
in accordance with their outstanding principal balances, or (ii) with respect to an AB Whole Loan, first, from the
related AB Subordinate Companion Loan (if any) and then, from any related AB Mortgage Loan (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan
on deposit in the Collection Account related to any Mortgage Loan); provided, however, that if such Servicing Advance
becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without duplication,
thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries on or
in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent collections
or recoveries of principal to the extent provided in clause (v) below; provided, further, that if such
Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)        to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation


 






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Proceeds
and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan and any related Companion Loan (with respect
to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect thereto), then, out of the principal
portion of general collections on the Mortgage Loans and REO Properties, then, to the extent the principal portion of general
collections is insufficient and with respect to such excess only, subject to any exercise of the sole option to defer reimbursement
thereof pursuant to Section 3.17(c), out of general collections on the Mortgage Loans and REO Properties, (2) for
Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties
net of such amounts being reimbursed pursuant to (1) above; (provided that, in case of such reimbursement of a Nonrecoverable
Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their outstanding principal balances, or (ii) with
respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then from the AB Mortgage
Loan and provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances
relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2),
prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided,
further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected
from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and
not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with the terms of the related
Intercreditor Agreement (provided that, with respect to any Serviced Companion Loan, the foregoing with respect to Nonrecoverable
Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan), prior to reimbursement from other funds unrelated to such Serviced Whole Loan
on deposit in the Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan,
any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance
with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property
and the deposit into the Collection Account of all amounts received in connection therewith;


 


(vi)       at
such time as it reimburses the Trustee and itself, as applicable (in that order), or any Other Trustee or Other Servicer for a
related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance
(including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or
clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and
payable thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances
(including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself, the


 






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Special
Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and payable thereon in accordance
with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable Advances pursuant to clause (v)
above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest
accrued and payable thereon; provided that in all events, subject to the related Intercreditor Agreement, interest on P&I
Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced Companion Loan
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan);


 


(vii)       to
reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred by
such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable Mortgage
Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase
Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation
or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid by the related Mortgage Loan Seller with respect to such Mortgage Loan or amounts paid by the related Mortgage
Loan Seller as a result of mediation or arbitration proceedings contemplated in Section 2.03 with respect to such
Mortgage Loan that, in each case, represents such expense in accordance with clause (iv) of the definition of Purchase
Price;


 


(viii)      in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out
of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and
then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 6
of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to
clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds,
and Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and
pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with
their outstanding principal balances or (ii) with respect to an AB Whole Loan, first, from the related AB Subordinate
Companion Loan (if any) and then, from any related AB Mortgage Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB
Subordinate


 






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Companion
Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(ix)      to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their outstanding principal balances or (ii)  with
respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from any related
AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections with respect to the Mortgage Loan;


 


(x)       to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and
investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution
Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the
Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date to and
including the P&I Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges
collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the
extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related
Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on
Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in
accordance with Section 3.11(d); and (b) to pay the Special Servicer, as additional servicing compensation in
accordance with Section 3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the extent collected
from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially Serviced
Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the
Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)      to
recoup any amounts deposited in the Collection Account in error;


 


(xii)     to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of


 






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general
collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b);
provided that, in the case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®)
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their outstanding principal balances or (ii)  with
respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from any related
AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections with respect to the Mortgage Loans;


 


(xiii)    to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i), 10.01(f) and Section 13.02(a) to the extent payable out of the Trust
Fund, (b) the cost of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c)
in connection with an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance
of the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their outstanding principal balances or (ii) with respect to an AB Whole Loan, first, from the related AB Subordinate
Companion Loan (if any) and then, from any related AB Mortgage Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB
Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiv)    to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(g);


 


(xv)     to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)    to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any (, previously purchased
by such Person pursuant to


 






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this
Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after the date of purchase; or,
in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section 2.03(b),
to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent to the date
of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during
or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)     to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xviii)    to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(i);


 


(xix)       to
reimburse the Asset Representations Reviewer for any reasonable out-of-pocket costs and expenses reimbursable to it by the Trust
pursuant to Section 12.02(b);


 


(xx)        to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;


 


(xxi)       to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxii)      to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable
party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced
Intercreditor Agreement and the applicable Non-Serviced PSA.


 


The
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate,
for the purpose of justifying any withdrawal from the Collection Account.


 


The
Master Servicer shall pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts
permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a
Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer,
the Trustee or the Certificate Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and
shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall keep and maintain separate


 






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accounting
for each Specially Serviced Loan and REO Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying
any request for withdrawal from the Collection Account.


 


Notwithstanding
anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general
collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be
payable to the related Companion Loan.


 


(b)      The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 


(i)       to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Yield
Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account, and to make
distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);


 


(ii)      to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)     to
pay the Certificate Administrator and the Trustee, the Certificate Administrator/Trustee Fee, as contemplated by Section 8.05(a)
hereof with respect to the Mortgage Loans;


 


(iv)     to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the
Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the
extent payable out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer as contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust
Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 13.01(a)
or Section 13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate
Administrator, which amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent
not paid pursuant to Section 13.01(g);


 


(v)      to
pay any and all federal, state and local taxes imposed on any Trust REMIC or on the assets or transactions of any such Trust REMIC,
together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate


 






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Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)     to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to any Trust
REMIC;


 


(vii)    to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein;


 


(viii)   to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(ix)      termination
of this Agreement pursuant to Section 9.01.


 


(c)      The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)      The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 


(i)       to
be deemed to make deposits to the Grantor Trust in respect of the Regular Interests pursuant to Section 4.01(b) and
the amount of any Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Regular Interest Distribution
Account (and to the Holders of the Class R Certificates in respect of the Class UR Interest) on each Distribution Date pursuant
to Section 4.01 or Section 9.01, as applicable; and


 


(ii)      to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)      The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Regular Interest Distribution Account for any
of the following purposes:


 


(i)       to
make distributions to the Holders of the Regular Certificates on each Distribution Date pursuant to Section 4.01 or
Section 9.01, as applicable; and


 


(ii)       to
clear and terminate the Regular Interest Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(f)       Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and
the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator/Trustee Fee listed in Section 3.05(b)(ii)
and (b)(iii), then the Certificate Administrator/Trustee Fee shall be paid in full prior to the payment of any Servicing
Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating


 






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Advisor
Fees payable under Section 3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of such Certificate Administrator/Trustee Fee,
the Certificate Administrator shall be paid based on the amount of such fees and (ii) if amounts on deposit in the Collection
Account are not sufficient to reimburse the full amount of Advances and interest thereon listed in Sections 3.05(a)(iii),
(a)(iv), (a)(v) and (a)(vi), then reimbursements shall be paid first to the Certificate Administrator
and to the Trustee, pro rata, second to the Special Servicer, third to the Master Servicer and then
to the Operating Advisor.


 


(g)       If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related
Serviced REO Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer (provided
that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of
the occurrence of the applicable Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator
shall have provided the Master Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution
Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master
Servicer for deposit into the Collection Account for the following purposes:


 


(i)       to
reimburse the Master Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement, for any Nonrecoverable
Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with any interest
on such Advances);


 


(ii)      to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any
expense or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid
out of such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)     to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be
(as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan
or any related successor REO Loan;


 


(iv)     following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related
transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect
of any other Mortgage Loan or Serviced REO Loan; and


 


(v)      On
the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses
that are attributable to such Mortgage Loan or related REO Property, as the case


 






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may
be, additional Trust Fund expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)       Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Mortgage
Loan with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the
Collection Account pursuant to clause (g)(iv) of the prior paragraph shall be treated as Liquidation Proceeds received
by the Trust in respect of the related Mortgage Loan or REO Mortgage Loan for which such Loss of Value Payments are being transferred
to the Collection Account to cover an item contemplated by clauses (g)(i)-(g)(iv) of the prior paragraph.


 


(i)       The
Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(k).


 


Section 3.06          Investment
of Funds in the Collection Account and the REO Account.  (a)  The Master Servicer (or, in the case of
a Servicing Account maintained by or for it, the Special Servicer) may direct any depository institution maintaining the Collection
Account, the Companion Distribution Account, or any Servicing Account (for purposes of this Section 3.06, an “Investment
Account”), the Special Servicer may direct any depository institution maintaining the REO Account or Loss of Value Reserve
Fund (also for purposes of this Section 3.06, an “Investment Account”) to invest or if it is such
depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments bearing interest
or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the
next succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other
than the depository institution maintaining such account is the obligor thereon and (ii) no later than the date on which
funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such
account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds
held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as applicable, on behalf
of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in the case of the Collection
Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer
(in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer)
on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in the Collection
Account, the Companion Distribution Account, the Servicing Accounts, the Loss of Value Reserve Fund or the REO Account, as applicable,
that is either (i) a “certificated security,” as such term is defined in the UCC (such that the Trustee shall
have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect its security
interest by physical possession under the UCC or any other applicable law. In the case of any Permitted Investment held in the
form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer
or the Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems reasonably necessary
to cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment Account
are at any time invested in a Permitted


 






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Investment
payable on demand, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer) or the Special Servicer (in the case of the REO Account or any Servicing Account
maintained by or for the Special Servicer) shall:


 


(i)       consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the
amount required to be withdrawn on such date; and


 


(ii)       demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in
respect of funds thereafter on deposit in the Investment Account.


 


(b)      Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income
realized on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special
Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including
any Distribution Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit
of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that
any loss shall be incurred in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as applicable,
would have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or Special Servicer,
as applicable, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss
of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution
Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account,
Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later
than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the
current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit
any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the
federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository
institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time such investment
was made (and, with respect to the Master Servicer or the Special Servicer, such federal or state chartered depository institution
or trust company is not an Affiliate of the Master Servicer or the


 






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Special
Servicer, as applicable, unless such depository institution or trust company satisfied the qualification set forth in the definition
of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).


 


(c)       Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action
as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 


Section 3.07          Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage.  (a)  To the extent permitted by the
related Mortgage Loan documents and required by the Servicing Standard, the Master Servicer (with respect to the Mortgage Loans
(other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use efforts consistent with the Servicing
Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), and the Special Servicer
(with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain all insurance coverage as is
required under the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is
an Acceptable Insurance Default (and except as provided in the next sentence with respect to the Master Servicer or Special Servicer,
as applicable). If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with
respect to any required Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced
Mortgaged Property) shall maintain all insurance coverage as is required under, and such insurance coverage is to be obtained
from an insurer meeting the requirements under, the related Mortgage Loan documents, but only in the event the Trustee has an
insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer and, if available, can
be obtained at commercially reasonable rates. Any determination that such insurance coverage is not available or not available
at commercially reasonable rates shall be made with the consent of the Directing Certificateholder (prior to the occurrence and
continuance of any Control Termination Event) and, after consultation by the Special Servicer with the Risk Retention Consultation
Party pursuant to Section 6.08(a) (in the case of the Directing Certificateholder and Risk Retention Consultation Party,
other than with respect to any Excluded Loan as to such party). Such determination shall be made by the Master Servicer (with
respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special
Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property) except to the extent that the failure
of the related Mortgagor to do so is an Acceptable Insurance Default as determined by the Special Servicer; provided, however,
that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged
Property, the Master Servicer or, with respect to an
REO Property, the Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements as are
consistent with the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan, provided
that if any Mortgage Loan documents permit the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained
on such Mortgaged Property, the Master Servicer or, with respect to a


 






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REO Property, the Special Servicer will impose or maintain
such insurance requirements as are consistent with the Servicing Standard taking into account the insurance in place at the origination
of the Mortgage Loan; provided, further, that, with respect to the immediately preceding proviso, the Master Servicer shall
be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain)
insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable
Insurance Default (as determined by the Special Servicer with the consent of the Directing Certificateholder (unless a Control
Termination Event has occurred) and after consultation by the Special Servicer with the Risk Retention Consultation Party pursuant
to Section 6.08(a) (in each case, other than with respect to any Excluded Loan as to such party) and only in the event
the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer,
as the case may be, and, if available, can be obtained at commercially reasonable rates. The Master Servicer and the Special Servicer
shall be entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining whether any insurance
is available at commercially reasonable rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed
or paid to the Special Servicer as provided in the third-to-last sentence of this paragraph, the Special Servicer shall maintain
(except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance Default) for each REO Property
(other than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously required of the Mortgagor under
the related Mortgage Loan documents unless the Special Servicer determines with the consent of the Directing Certificateholder
(prior to the occurrence and continuance of a Control Termination Event) and after consultation by the Special Servicer with the
Risk Retention Consultation Party pursuant to Section 6.08(a) (in each case, other than with respect to a Mortgage Loan
that is an Excluded Loan as to such party) that such insurance is not available at commercially reasonable rates or that the Trustee
does not have an insurable interest, in which case the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s
determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer shall (i) contain a “standard”
mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect
of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties)
or to the Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be
in the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include coverage in
an amount not less than the lesser of (x) the full replacement cost of the improvements securing Mortgaged Property or the
REO Property, as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (including any
related Serviced Companion Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of
any co-insurance provisions, (iv) include a replacement cost endorsement providing no deduction for depreciation (unless
such endorsement is not permitted under the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days
prior written notice to the insured party (except in the case of nonpayment, in which case such policy shall not be cancelled
without ten (10) days prior notice) and (vi) subject to the first proviso in the second sentence of this Section 3.07(a),
be issued by a Qualified Insurer authorized under applicable law to issue such Insurance Policies. Any amounts collected by the
Master Servicer or the Special Servicer under any such Insurance Policies (other than amounts to be applied to the restoration
or repair of the related Mortgaged Property or REO Property or amounts to be released to the


 






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related
Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan documents) shall
be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by the
Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any related Serviced Companion
Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation
to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable
Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account)
and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders,
be added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion Loan (if any), notwithstanding that
the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by the Special Servicer in maintaining
any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of the related REO Account
pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced by the Master
Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a
Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account). The foregoing provisions of this Section 3.07
shall apply to any Serviced Whole Loan as if it were a single “Mortgage Loan”. Notwithstanding any provision to
the contrary, the Master Servicer shall not be required to maintain, and shall not be in default for failing to obtain, any earthquake
or environmental insurance on any Mortgaged Property unless such insurance was required at the time of origination of the related
Mortgage Loan and is currently available at commercially reasonable rates.


 


Notwithstanding
the foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit
an exclusion for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance
in types and against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably
requires from time to time in order to protect its interests, the Master Servicer shall be consistent with the Servicing Standard,
(A) monitor in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain
Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional
Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify the Special
Servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to
be based upon the Master Servicer’s compliance with the immediately preceding clauses (A) and (B) above)
that any Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B)
above. If the Special Servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable
Insurance Default, the Special Servicer shall notify the Master Servicer and the Master Servicer shall use efforts consistent
with the Servicing Standard to cause such insurance to be maintained. The Special Servicer (at the expense of the Trust) shall
be entitled to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled to rely on insurance
consultants (at the expense of such Master Servicer) in determining whether Additional Exclusions exist. Furthermore, the Special
Servicer shall promptly deliver such


 






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conclusions
in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage
Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included
in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included
in the Trust. During the period that the Special Servicer is evaluating the availability of such insurance or waiting for a response
from the Directing Certificateholder or to consult with the Risk Retention Consultation Party pursuant to Section 6.08(a),
neither the Master Servicer nor the Special Servicer will be liable for any loss related to its failure to require the Mortgagor
to maintain (or its failure to maintain) such insurance and shall not be in default of its obligations as a result of such failure
unless the Master Servicer or the Special Servicer is required to take any immediate action pursuant to the Servicing Standard
or other servicing requirements of this Agreement and the Master Servicer will not itself maintain such insurance or cause such
insurance to be maintained.


 


(b)       (i)  If
the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any
Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may
be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties.
Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there
shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying
with the requirements of Section 3.07(a), and there shall have been one or more losses which would have been covered
by such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses that
would have been covered under the individual policy but are not covered under the blanket Insurance Policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including
any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any
Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. Consistent with
subsection (a) above, the Special Servicer, to the extent consistent with the Servicing Standard, may maintain, earthquake
insurance on REO Properties (other than with respect to a Non-Serviced Mortgaged Property), provided coverage is available at
commercially reasonable rates, the cost of which shall be a Servicing Advance.


 


(ii)       If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its


 






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obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than
any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a
deductible clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into
the Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to
the related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation,
the deductible limitation which is consistent with the Servicing Standard.


 


(c)       Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer
covering the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees acting on behalf
of the Master Servicer and the Special Servicer in connection with its activities under this Agreement. Notwithstanding the foregoing,
so long as the long-term debt or the deposit obligations or claims-paying ability of the Master Servicer (or its immediate or
remote parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least “A3”
by Moody’s and “A-” by Fitch, the Master Servicer (or its public parent) or the Special Servicer (or its public
parent), as applicable, shall be allowed to provide self-insurance with respect to a fidelity bond and an “errors and omissions”
Insurance Policy. Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage
of the Master Servicer or the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special
Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c).
The Special Servicer and the Master Servicer will promptly report in writing to the Trustee any material changes that may occur
in their respective fidelity bonds, if any, and/or their respective errors and omissions insurance policies, as the case may be,
and will furnish to the Trustee evidence that such bonds, if any, and insurance policies are in full force and effect.


 


(d)       At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent available at commercially reasonable
rates (as determined by the Master Servicer in accordance


 






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with
the Servicing Standard) and to the extent the Trustee, as mortgagee, has an insurable interest therein, flood insurance in respect
thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related
Mortgage Loan (and any related Serviced Companion Loan, if applicable), and (ii) the maximum amount of insurance which is
available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect
to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard, but only to the extent the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage
and the maintenance of such coverage is consistent with the Servicing Standard. If the cost of any insurance described above is
not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing Advance for such costs.


 


(e)       During
all such times as any REO Property (other than with respect to a Non Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer (with the consent of the Directing Certificateholder (prior to the occurrence
and continuance of a Control Termination Event) and in consultation with the Risk Retention Consultation Party pursuant to Section
6.08(a) (in either such case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)) in accordance
with the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance
Administration in an amount representing coverage not less than the maximum amount of insurance which is available under the National
Flood Insurance Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property shall be an expense
of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is
insufficient therefor, paid by the Master Servicer as a Servicing Advance.


 


(f)       Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section 3.08          Enforcement
of Due-on-Sale Clauses; Assumption Agreements.  (a)  As to each Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale”
clause, which by its terms:


 


(i)       provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)      provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer,


 






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then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer
(with respect to Specially Serviced Loans) or the Master Servicer (with respect to Non-Specially Serviced Loans), on behalf of
the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related
Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer, consistent
with the Servicing Standard or (b) waive any right to exercise such rights, provided that, (i) with respect to
all Non-Specially Serviced Loans, the Master Servicer has made a recommendation and analysis and obtained the prior written consent
(or deemed consent) of the Special Servicer, which consent shall be deemed given five (5) Business Days after the ten (10) Business
Day review period of the Directing Certificateholder, after receipt (unless earlier objected to) by the Special Servicer from
the Master Servicer of the Master Servicer’s written analysis and recommendation with respect to such waiver or exercise
of such right together with such other information in the Master Servicer’s possession that is reasonably requested by the
Special Servicer, (ii) with respect to all Specially Serviced Loans and Non-Specially Serviced Loans, the Special Servicer
has obtained, prior to the occurrence and continuance of a Control Termination Event and other than with respect to an Excluded
Loan as to such party, the prior written consent (or deemed consent) of the Directing Certificateholder (or (i) after the
occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event and (ii) other
than with respect to any Excluded Loan as to such party, upon consultation with the Directing Certificateholder and the Risk Retention
Consultation Party pursuant to Section 6.08(a) hereof), which consent, if required, shall be deemed given ten (10)
Business Days after receipt (unless earlier objected to by the Directing Certificateholder) of the Master Servicer’s (if
applicable) and/or the Special Servicer’s, as applicable, written analysis and recommendation with respect to such waiver
together with such other information in the Master Servicer’s or Special Servicer’s possession that is reasonably
requested by the Directing Certificateholder, and (iii)  with respect to any Mortgage Loan (x) with a Stated Principal
Balance greater than $35,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated
Principal Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized
or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an affiliate thereof), that is one of
the ten largest Mortgage Loans outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer, as the
case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), provided, however, that with respect to subclauses (y) and (z)
of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000
for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any
Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class (regardless
of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating
Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in


 






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accordance
with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special
Servicer, as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver
a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5
information provider) in accordance with Section 3.25 of this Agreement.


 


If
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan
or related Serviced Companion Loan may be assumed or transferred without the consent of the mortgagee provided that certain conditions
are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement,
the Special Servicer, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan) or related Serviced
Companion Loans, on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard
whether such conditions have been satisfied, or, with respect to any Mortgage Loan which does not allow the mortgagee discretion
in approving a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer or assumption
have been satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with
respect to whether such conditions have been satisfied.


 


(b)      As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)       provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)       requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then,
for so long as such Mortgage Loan (and related Companion Loan, if applicable) is serviced under this Agreement, the Special Servicer
(with respect to Specially Serviced Loans) or the Master Servicer (with respect to Non-Specially Serviced Loans), on behalf of
the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related
Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any additional
lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided
that (i) with respect to all Non-Specially Serviced Loans, the Master Servicer has made a recommendation and obtained
the prior written consent (or deemed consent) of the Special


 






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Servicer,
which consent shall be deemed given five (5) Business Days after the ten (10) Business Day review period of the Directing Certificateholder,
after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s written
analysis and recommendation with respect to such waiver or exercise of such right together with such other information in the
Master Servicer’s possession that is reasonably requested by the Special Servicer, (ii) with respect to all Specially
Serviced Loans and Non-Specially Serviced Loans, prior to the occurrence and continuance of a Control Termination Event and other
than with respect to an Excluded Loan as to such party, the Special Servicer has obtained the consent of the Directing Certificateholder
(or (i) after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination
Event and (ii) other than with respect to any Excluded Loan as to such party, upon consultation with the Directing Certificateholder
and the Risk Retention Consultation Party pursuant to Section 6.08(a) hereof), which consent, if required, shall be
deemed given ten (10) Business Days after receipt by the Directing Certificateholder of the Master Servicer’s (if applicable)
and/or the Special Servicer’s, as applicable, written analysis and recommendation with respect to such waiver or exercise
of such rights together with such other information in the Master Servicer’s or Special Servicer’s possession that
is reasonably requested by the Directing Certificateholder, and (iii) the Master Servicer or the Special Servicer, as applicable,
has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan
Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal
Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt)
or (C) has a Debt Service Coverage Ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated
Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional
lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance
greater than $20,000,000; provided, however, that with respect to subclauses (A), (B), (C)
and (D) of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least
$10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect
to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer
shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed
Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with
the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(b), the Master Servicer or the Special
Servicer, as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver
a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5
information provider) in accordance with Section 3.25 of this Agreement.


 






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To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a)
shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the
costs of obtaining any such Rating Agency Confirmation, the Master Servicer or the Special Servicer, as applicable, shall use reasonable
efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs
not collected from the related Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with respect to the satisfaction
of such conditions, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the
Special Servicer, with respect to all Mortgage Loans (other than a Non-Serviced Mortgage Loan), on behalf of the Trustee as
the mortgagee of record, shall determine whether such conditions have been satisfied.


 


(c)          Nothing in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record,
to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation
of any additional lien or other encumbrance with respect to such Mortgaged Property.


 


(d)          Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the
Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced
Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.
The Master Servicer and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to
provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant
to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage
Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the
17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)          Notwithstanding any other provision of this Agreement, the Master Servicer may not waive its rights or grant its consent
under any “due-on-sale” or “due-on-encumbrance” clause without the consent of the Special
Servicer and the Special Servicer may not waive its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance”
clause relating to any Non-Specially Serviced Loan or relating to any Specially Serviced Loan without (A) the consent of the Directing
Certificateholder (prior to the occurrence and continuance of a Control Termination Event), (B) after the occurrence and during
the continuance of a Control Termination Event, but prior to the occurrence and continuance a Consultation Termination Event, consultation
with the Directing Certificateholder and (C) with respect to a Specially Serviced Loan, consultation with the Risk Retention Consultation
Party pursuant to Section 6.08. The Directing Certificateholder shall have ten (10) Business Days after receipt of
notice along with the Master Servicer’s or the Special Servicer’s recommendation and


 



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analysis with respect to such
proposed waiver or proposed granting of consent and any additional information the Directing Certificateholder may reasonably request
from the Special Servicer of a proposed waiver or consent under any “due on sale” or “due-on-encumbrance”
clause in which to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such
notice from the Directing Certificateholder in writing within such period, then the Directing Certificateholder shall be deemed
to have consented to such proposed waiver or consent).


 


(f)          
Notwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) makes a determination under Sections 3.08(a)
or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or Companion Loan documents, as applicable,
with respect to assumptions or encumbrances permitted without the consent of the mortgagee have been satisfied, the applicable
assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise prohibited pursuant to the
Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents does not constitute
a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section 3.09          Realization Upon Defaulted Loans and Companion Loans. (a)  Upon an event of default under the Mortgage
Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide
written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer.
The Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09 and Section 3.24,
subject to the Directing Certificateholder’s and the Risk Retention Consultation Party’s respective rights pursuant
to Section 6.08, and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement
(in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this
Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements
(including by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from the
Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged
Property shall have suffered damage from an Uninsured Cause, the Master Servicer or Special Servicer shall not be required to make
a Servicing Advance and expend funds toward the restoration of such property unless the Special Servicer has determined in its
reasonable discretion that such restoration will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders
after reimbursement to the Master Servicer for such Servicing Advance, and the Master Servicer or Special Servicer has not determined
that such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs
and expenses incurred by the Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided
that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained
in this Section 3.09 shall be construed so as to require the Master Servicer or the Special Servicer, on behalf of
the Trust, to make a bid on any Mortgaged Property at a


 



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foreclosure sale or similar proceeding that is in excess of the fair market
value of such property, as determined by the Master Servicer or the Special Servicer in its reasonable judgment taking into account
the factors described in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following sentence,
all such bids to be made in a manner consistent with the Servicing Standard. If and when the Special Servicer or the Master Servicer
deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing a Defaulted
Loan or any related defaulted Companion Loan, whether for purposes of bidding at foreclosure or otherwise, the Special Servicer
or the Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect to such property by an Independent
MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a Servicing Advance.


 


(b)         
The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)           such personal property is incident to real property (within the meaning of Section 856(e)(1) of the Code) so acquired
by the Special Servicer; or


 


(ii)          the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as
a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the
related Companion Loan) will not cause an Adverse REMIC Event.


 


(c)         
Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master
Servicer nor the Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure
or otherwise, or take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee,
on behalf of the Certificateholders and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable
law, unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed
by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such
acquisition of title or other action, that:


 


(i)          
such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan,
the related Companion Holders), as a collective whole as if such Certificateholders and, if applicable, such Companion Holders
constituted a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws,
and


 


(ii)          there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous
materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any


 



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currently
effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action
could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, such Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged
Property.


 


The cost of any such
Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid
by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense
of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement
by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made
from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental
Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment
ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust
as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the
preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect
to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar
with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken
(including delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy)
under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available
under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)          
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not
been satisfied with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any
related Companion Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required
to be made pursuant to Section 6 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller
could be required to repurchase such Defaulted Loan pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement,
then the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding
to acquire title to the Mortgaged Property) and is hereby authorized, with the consent of the Directing Certificateholder and after
consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in each case, (A) prior to
the occurrence and continuance of a Control Termination Event (or with respect to any AB Mortgage Loan, after the occurrence and
during the continuation of an AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination
Event) and (B) other than with respect to any Excluded Loan as to such party) at such time as it deems appropriate to release
such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan


 



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has a then-outstanding
principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the
related Mortgage, (i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator,
the Master Servicer, the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder, prior
to the occurrence and continuance of a Consultation Termination Event, and in the case of the Directing Certificateholder or the
Risk Retention Consultation Party other than with respect to any Excluded Loan as to such party), in writing of its intention
to so release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator shall have posted
such notice of the Special Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s
Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Certificateholder
as required above, the Holders of Certificates entitled to a majority of the Voting Rights shall have consented or have been deemed
to have consented to such release within thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate
Administrator’s Website (failure to respond by the end of such 30-day period being deemed consent of the Holders of the
Certificates). To the extent any fee charged by any Rating Agency in connection with rendering such written confirmation is not
paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that the Special Servicer shall use commercially
reasonable efforts to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)          
The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the
Directing Certificateholder and the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan
as to such party), the Master Servicer and the 17g-5 Information Provider monthly regarding any actions taken by the Special
Servicer with respect to any Mortgaged Property securing a Defaulted Loan, or defaulted Companion Loan as to which the environmental
testing contemplated in subsection (c) above has revealed that either of the conditions set forth in clauses (i)
and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction of
both such conditions, repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien of
the related Mortgage on such Mortgaged Property.


 


(f)          
The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting
to the Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness
and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the
Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law,
such information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness
of indebtedness and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the
Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate
Administrator.


 


(g)         
The Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the
maintenance of an action to obtain a deficiency


 



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judgment if the state in which the Mortgaged Property is located and the terms
of the Mortgage Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)          The Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery
Determination in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan
or any REO Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall
be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing
Certificateholder and the Risk Retention Consultation Party (but in the case of the Directing Certificateholder and the Risk Retention
Consultation Party, other than with respect to any Excluded Loan as to such party) and the Master Servicer and in no event later
than the next succeeding P&I Advance Determination Date.


 


Section 3.10          Trustee and Custodian to Cooperate; Release of Mortgage Files. (a)  Upon the payment in full of any Mortgage
Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case
may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or
Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage
File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include
a statement to the effect that all amounts received or to be received in connection with such payment which are required to be
deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit,
have been or will be so deposited. Within three (3) Business Days (or within such shorter period as release can reasonably be accomplished
if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the
Custodian shall release the related Mortgage File to the Master Servicer or Special Servicer, as the case may be; provided
that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall
not be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.


 


(b)        
From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) (and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for
Release signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document
therein to the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or
such document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the
Master Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole
Loan, the related Companion Loan), was liquidated and that all amounts received or to be received in connection with such liquidation
which are required to be deposited into the Collection Account (including amounts related to the related Companion Loan, if applicable)
pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property,
a copy of the Request for Release shall


 



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be released by the Custodian to the Master Servicer or the Special Servicer (or a designee),
as the case may be, with the original being released upon termination of the Trust.


 


(c)          
Within three (3) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special
Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer
any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale
in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note
(including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other
remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall
be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature, such documents
or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents be executed
by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents for their sufficiency
or enforceability.


 


(d)          
If, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable
Non-Serviced PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced
Master Servicer requests delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian
shall release or cause the release of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11          Servicing Compensation. (a)  As compensation for its activities hereunder, the Master Servicer shall be
entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the
portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage
Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion
Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis
of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as
interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial
month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion
Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO
Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage
Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement
notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation
Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on
each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a).
The Master Servicer


 



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shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan
out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case
of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth
in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with
the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer
from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers,
extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent
not prohibited by the related Intercreditor Agreement); provided that with respect to such transactions, the consent of
the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required,
then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially
Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)
(whether or not the consent of the Special Servicer is required) and 100% of all defeasance fees; (iii) 100% of assumption,
waiver, consent and earnout fees, and other processing fees pursuant to Section 3.08 and Section 3.18 or
other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced
Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special
Servicer is not required to take such actions and (iv) 50% of all assumption, waiver, consent and earnout fees, and other processing
fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18
on any Non-Specially Serviced Loan (including any related Serviced Companion Loan, to the extent not prohibited by the related
Intercreditor Agreement) for which the Special Servicer’s consent is required and only to the extent that all amounts then
due and payable with respect to the related Mortgage Loan have been paid. In addition, the Master Servicer shall be entitled to
retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) any charges for processing
Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges,
and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid by the related
Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant
to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master
Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided
in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection
Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net
Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and
including the P&I Advance Date related to the current Distribution


 



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Date), (iii) interest or other income earned on deposits
in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and
(iv) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage
Loans and any Serviced Pari Passu Companion Loan, during the related Collection Period to the extent not required to be paid as
Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in
connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any
of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07),
if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be
entitled to reimbursement therefor except as expressly provided in this Agreement.


 


Notwithstanding anything
herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review
fees in connection with any Mortgagor request to the extent such fees are not prohibited under the related Mortgage Loan documents
and are actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Wells Fargo Bank,
National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest;
provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion
of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion
of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05
and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate,
and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement
and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing
Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding
any resignation or termination of Wells Fargo Bank, National Association hereunder (subject to reduction pursuant to the preceding
sentence).


 


(b)         
As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee
with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating
to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue
from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such
Specially Serviced Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced
Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting
which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special
Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with
respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance
with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole
or in part except in connection with the transfer of all of the Special Servicer’s responsibilities


 



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and obligations under
this Agreement. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage
Loan.


 


(c)         
Additional servicing compensation in the form of (i) 100% of all Excess Modification Fees related to modifications,
waivers, extensions or amendments of any Specially Serviced Loans, (ii) 100% of all assumption application fees and assumption
fees and other related fees received on any Specially Serviced Loans, (iii) 50% of the portion of any fees payable solely in connection
with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent
of the Special Servicer is required (and specifically excluding any defeasance fees), (iv) 100% of assumption, waiver, consent
and earnout fees, pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with
this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor and (v) 50% of
all Excess Modification Fees and assumption and consent fees pursuant to Section 3.08 or Section 3.18 and
50% of all earnout fees received with respect to all Non-Specially Serviced Loans (including any related Serviced Companion
Loan, to the extent not prohibited by the related Intercreditor Agreement) and, in all cases, for which the Special Servicer’s
consent is required, shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor)
to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant
to Section 3.04(a). Subject to Section 3.11(d), the Special Servicer shall also be entitled to additional
servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest
or other income earned on deposits relating to the Trust Fund in the REO Account in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including
the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). The Special Servicer
shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at
the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided, however, that after
receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout
Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, however,
that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000,
then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related
Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected
Loan (including any related Serviced Companion Loan) to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant
to the preceding sentence with respect to each collection on such Corrected Loan from which fee would otherwise be payable until
an amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected
Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will
become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicer shall not be entitled
to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause)
or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion
Loan that became Corrected Loans prior to the time of that termination or resignation except the Workout Fees will no longer be
payable if the Corrected Loan subsequently becomes a Specially Serviced


 



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Loan. If the Special Servicer resigns or is terminated
(other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated
Special Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout
negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned
or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely
Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely
Periodic Payments except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced
Loan. The successor special servicer shall not be entitled to any portion of such Workout Fees. The Special Servicer shall not
be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially
Serviced Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property)
as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions
set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and
Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any
Corrected Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out
of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on
such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation
Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect
to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the
related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates
such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject
to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The
Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due
and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard
losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the
Collection Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.


 


(d)        
In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master
Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party with
respect to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable


 



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Non-Serviced Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously
paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced
Mortgage Loan, the related trust for all interest on servicing advances reimbursed by such trust to any party under the applicable
Non-Serviced PSA, which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for
all additional expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without
limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage
Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing
compensation under the related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the
extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special
Servicer, if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan
or REO Loan. Any Penalty Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer
shall be distributed between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s
and Special Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding the
foregoing, Penalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement
after payment of all related Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


(e)          
With respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer
within two (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received,
to the Certificate Administrator, without charge and on the same day as the Master Servicer is required to deliver the CREFC®
Investor Reporting Package for such Distribution Date, an electronic report (which may include HTML, word or excel compatible format,
clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator and the Special
Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer
or any of its Affiliates, if any, with respect to such Distribution Date; provided that no such report shall be due in any
month during which no Disclosable Special Servicer Fees were received.


 


(f)          
The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing
arrangement) from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor
in respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that
such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 



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(g)          
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master
Servicer in writing at least two Business Days prior to the Master Servicer Remittance Date) the CREFC® Intellectual
Property Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent
sufficient funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC®
in accordance with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section 3.12          Inspections; Collection of Financial Statements. (a)  The Master Servicer shall perform (at its own expense),
or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan
(other than the Mortgaged Property securing a Non-Serviced Mortgage Loan, which is subject to inspection pursuant to the related
Non-Serviced PSA, and other than a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more
at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each
case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided,
however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the
Master Servicer shall not be required to perform or cause to be performed, such physical inspection; provided, further,
that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall
inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially
Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection
by the Special Servicer pursuant to the immediately preceding sentence shall be, to the extent not paid by the related Mortgagor,
reimbursed first from Default Interest and late charges constituting additional compensation of the Special Servicer on the related
Mortgage Loan (but with respect to any Serviced Whole Loan, only from amounts available for such purpose under the related Intercreditor
Agreement) and then from the Collection Account, as an expense of the Trust, pursuant to Section 3.05(a)(ii), provided
that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with
respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan and then, from the AB Mortgage
Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify
the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan
are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out
of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written
report of each such inspection (A) detailing the condition of and any damage to the Mortgaged Property to the extent evident from
the inspection, (B) specifying the existence of (i) any vacancy in the Mortgaged Property that the preparer of such report
has knowledge of and deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer
of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged
Property of which the preparer of such report has knowledge or that is evident from the


 



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inspection, and that the preparer of such
report deems material and (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such
report has knowledge or that is evident from the inspection, and (C) including photographs of each inspected Mortgaged Property.
The Special Servicer and the Master Servicer shall each deliver a copy (in electronic format) of each such report prepared by it
to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event
and (ii) other than with respect to any Excluded Loan), to the Certificate Administrator (for posting to the Certificate Administrator’s
Website for review by Privileged Persons) and to the Trustee within seven (7) Business Days after the later of (i) the completion
of such report or (ii) the Special Servicer’s or the Master Servicer’s, as applicable, receipt of such report. Within
five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer,
as applicable, shall deliver a copy (in electronic format) of each such report prepared by the Special Servicer and the Master
Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website.
In respect of any Mortgage Loan other than an Excluded Loan as to such party and prior to the occurrence of a Consultation Termination
Event, the Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon
request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice)
(except, after the occurrence and continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan
that is an Excluded Loan as to such party).


 


(b)          The
Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any
Non-Specially Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor
quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property,
and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required
pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered
under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to
the terms of the related Mortgage Loan (and each Serviced Companion Loan) documents. The Master Servicer and the Special
Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is
not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special
Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of
each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver
all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special
Servicer, as applicable, shall deliver copies of all the foregoing items so collected to the Certificate Administrator, in
electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual
statements, later than June 30 of each year commencing June 30, 2018. Upon the request of any Privileged Person (other
than the NRSROs) to receive copies of such items, the Master Servicer or the Special Servicer, as applicable, shall deliver
electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s
Website. The Master Servicer or Special Servicer, as applicable, shall deliver copies of all the foregoing items so collected
thereby to the 17g-5 Information Provider pursuant to Section 3.13(c) who shall post such items to the 17g-5
Information Provider’s Website; provided, however, that upon the request of any NRSRO to receive copies of any portion
of such items, the Master Servicer or the Special Servicer, as applicable, shall deliver additional copies of the requested
items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 



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In addition, the Master
Servicer (with respect to Mortgage Loans that are not REO Loans) or Special Servicer (with respect to REO Loans), as applicable,
shall prepare with respect to each Mortgaged Property securing a Mortgage Loan and REO Property:


 


(i)          
Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing following the receipt of
such quarterly operating statement for the quarter ending March 31, 2017, a CREFC® Operating Statement Analysis
Report (but only to the extent the related Mortgagor is required by the related Mortgage documents to deliver and does deliver,
or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of
that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter
of each year shall not be required to the extent provided in the then current applicable CREFC® guidelines (it being
understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with
respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is
analyzed on a trailing 12 month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch
List). The Master Servicer (with respect to Mortgage Loans that are not REO Loans) or Special Servicer (with respect to REO Loans),
as applicable, shall deliver or make available copies (in electronic format) each CREFC® Operating Statement Analysis
Report and the related operating statements (in each case, promptly following the initial preparation and each material revision
thereof) to the Certificate Administrator, the Operating Advisor and, upon request, each related Companion Holder (with respect
to any Serviced Companion Loan) by electronic means.


 


(ii)         
Within forty-five (45) days after receipt by the Special Servicer (with respect to REO Loans) or the Master Servicer (with
respect to a Mortgage Loan that is not an REO Loan) of any an annual operating statement or rent rolls for each calendar year commencing
following the receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC®
NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver
and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize”
the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC®
Comparative Financial Status Report. The Master Servicer (with respect to Mortgage Loans that are not REO Loans) or Special Servicer
(with respect to REO Loans), as applicable, shall deliver or make available copies (in electronic format) each CREFC®
NOI Adjustment Worksheet and the related operating statements or rent rolls (in each case, promptly following the initial preparation
and each material revision thereof) to the Certificate Administrator, the Operating Advisor and, upon request, each related Companion
Holder (with respect to any Serviced Companion Loan) by electronic means.


 


(c)         
At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver
or cause to be delivered to the Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder, the CREFC® Special Servicer Loan File and any applicable


 



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CREFC®
Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with
respect to the Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans as to such party) and
any REO Properties (other than a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer
in an electronic format, reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date,
which CREFC® Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following
supplemental CREFC® reports: (i) a CREFC® Delinquent Mortgage Loan Status Report, (ii) a
CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC®
REO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v) solely with respect to REO
Properties (other than a Non-Serviced Mortgaged Property), a CREFC® NOI Adjustment Worksheet and a CREFC®
Operating Statement Analysis Report, in each case with the supporting financial statements, budgets, operating statements and rent
rolls submitted by the Mortgagor.


 


(d)         
Not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning January 2017, the Master
Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate
Administrator the following reports and data files: (A) to the extent the Master Servicer has received the CREFC®
Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and
CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File,
(F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC®
Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to
the extent received from the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the
Master Servicer Remittance Date beginning January 2017, the Master Servicer shall deliver or cause to be delivered in electronic
format to the Certificate Administrator any applicable CREFC® Loan Liquidation Reports, CREFC® Loan
Modification Reports and CREFC® REO Liquidation Reports received from the Special Servicer. Not later than 2:00
p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning in January 2017, the Master Servicer shall
deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update File
and the CREFC® Appraisal Reduction Amount Template, if provided for such Distribution Date. In no event shall any report described
in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any
payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior to the Business
Day on which the report is due. In no event shall any report described in this subsection be required to reflect information that
has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer,
as of the close of business on the Business Day prior to the Business Day on which the report is due.


 



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Not later than 5:00 p.m.
(New York City time) on the Master Servicer Remittance Date beginning January 2017, the Master Servicer shall deliver to the Certificate
Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format; provided, that the Master Servicer
shall have no obligation to prepare or deliver any such CREFC® Schedule AL File unless the Depositor has delivered
the items required by Section 2.01(i). If the CREFC® Schedule AL File is not provided by 5:00 p.m. (New
York City time) on the Master Servicer Remittance Date, the Certificate Administrator shall request such CREFC® Schedule
AL File from the Master Servicer via email at ssreports@wellsfargo.com, with a copy to the Depositor at chuck.lee@credit-suisse.com.
In preparing the CREFC® Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and
without any due diligence, investigation or verification, the Master Servicer shall be entitled to conclusively rely, absent manifest
error, on the content, completeness, accuracy and compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation
AB and Item 601(b) of Regulation S-K under the Securities Act as in effect on the Closing Date of the Initial Schedule AL File,
Initial Schedule AL Additional File and Annex A-1 to the Prospectus. The Master Servicer may concurrently with the delivery of
the related CREFC® Schedule AL File, deliver any related Schedule AL Additional File in EDGAR-Compatible Format
to the Certificate Administrator. The CREFC® Schedule AL File and the Schedule AL Additional File shall each be
a single file. Neither the Certificate Administrator nor the Master Servicer shall be required to combine multiple CREFC®
Schedule AL Files or Schedule AL Additional Files, unless, solely with respect to the Master Servicer, multiple Sub-Servicers prepare
and submit such CREFC® Schedule AL Files or Schedule AL Additional Files to the Master Servicer. The Certificate
Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information
contained in any CREFC® Schedule AL File or any Schedule AL Additional File.


 


In the absence of manifest
error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information and reports
delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s
reports and the Special Servicer’s reports and any information provided by the Trustee, without any duty or obligation to
recompute, verify or recalculate any of the amounts and other information stated therein.


 


(e)          
The Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant
to Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the
Certificate Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent
manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b)
and Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or
data to be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports


 



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to be
furnished by the Master Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such
information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b)
or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant
to Section 3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide such information
or reports to the Certificate Administrator until it has received the requisite information or reports from the Special Servicer,
and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d)
caused by the Special Servicer’s failure to timely provide any information or report required under Section 3.12(b)
or Section 3.12(c) of this Agreement.


 


(f)          
Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information
otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12
to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master
Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document
prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special
Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent
with applicable law and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided
by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party
hereto).


 


(g)         
Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement,
report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be,
may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) except with respect to information to be
provided to the Certificate Administrator or any Companion Holder and, prior to the occurrence of a Consultation Termination Event,
the Directing Certificateholder, making such statement, report or information available on the Master Servicer’s or the Special
Servicer’s Internet website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or
other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section 3.13          Access to Certain Information. (a)  Each of the Master Servicer and the Special Servicer shall provide
or cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage
Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors
of the Federal Reserve System of the United States of America and the supervisory


 



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agents and examiners of such boards and such
corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any such
Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the
Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced
Whole Loan, the related Companion Loan, and the Trust within its control which may be required by applicable law. At the election
of the Master Servicer, the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified
above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the
Certificate Administrator shall be permitted to require payment (other than from the Directing Certificateholder (prior to the
occurrence of a Consultation Termination Event) and the Trustee and the Certificate Administrator on its own behalf or on behalf
of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it
in making such copies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon
reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.


 


The failure of the Master
Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13,
the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for
which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any
information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access
to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or
(y) execution of a “click-through” confidentiality agreement if such information is being provided through
the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any
intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage
Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or
would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary,
the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it
pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special
Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard,
that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client
privilege on behalf of the Trust or the Trust or otherwise materially harm the Trust or the Trust. Without limiting the generality
of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that it reasonably determines
would prejudice the interest of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage
Loan.


 


Upon the reasonable request
of any Certificateholder or Certificate Owner (or with respect to any AB Subordinate Companion Loan, the holder of such AB Subordinate
Companion Loan) that has delivered an Investor Certification to the Master Servicer or the


 



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Special Servicer, as applicable, the
Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans),
as applicable, may provide (or forward electronically) at the expense of such Certificateholder or holder of such AB Subordinate
Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls and financial statements (in each case,
solely relating to the related Serviced Whole Loan, if requested by the holder of an AB Subordinate Companion Loan) obtained by
the Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master
Servicer or Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or Special Servicer, as applicable, generally to the effect
that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset
performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable,
may have under this Agreement. In addition, upon the reasonable request of any Controlling Class Certificateholder identified to
the Master Servicer (in the case of a Non-Specially Serviced Loan) or the Special Servicer (in the case of a Specially Serviced
Loan) to the Master Servicer’s or Special Servicer’s reasonable satisfaction and if the requested information is in
the Master Servicer’s or the Special Servicer’s possession, the Master Servicer or Special Servicer, as applicable,
shall provide or make available (or forward electronically) to such Controlling Class Certificateholder (at the expense of such
Controlling Class Certificateholder) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s
Website but not accessible to such Controlling Class Certificateholder through the Certificate Administrator’s Website on
account of it constituting Excluded Information) relating to any Excluded Controlling Class Loan with respect to which such Controlling
Class Certificateholder is not an Excluded Controlling Class Holder; provided that, in connection therewith, the Master
Servicer or the Special Servicer may require a written confirmation executed by the requesting Person substantially in such form
as may be reasonably acceptable to the Master Servicer or the Special Servicer, generally to the effect that such Person is a Controlling
Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer
or the Special Servicer may conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively
rely on delivery from a Controlling Class Certificateholder of an investor certification substantially in the form of Exhibit P-1E
that such Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular Mortgage
Loan.


 


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically
provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder
or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 



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(b)         
The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution
Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available
to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such
items were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)           The following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)      
   the Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided
to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)          
this Agreement, any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date and
any amendments and exhibits hereto;


 


(C)       
   the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(D)      
    the CREFC® Loan Setup File (with respect to the initial Distribution Date) provided by the Master Servicer
to the Certificate Administrator;


 


(ii)          the following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)         
any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with
respect to the Trust through the EDGAR system;


 


(iii)         The following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)         
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)       
   the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Financial
File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this
Agreement from time to time; and


 


(C)       
   all Operating Advisor Annual Reports;


 



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(iv)         The following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)      
   summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved
by the holder of the related Companion Loan and related information delivered to the Certificate Administrator pursuant to Section
3.19(d);


 


(B)       
   all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)       
   any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; and


 


(D)          
the CREFC® Appraisal Reduction Amount Template;


 


(v)          The following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)         
any notice with respect to a release pursuant to Section 3.09(d);


 


(B)          
any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)          
any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)         
any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer
delivered pursuant to Section 7.01 or notice of any resignation of the Master Servicer or the Special Servicer delivered
pursuant to Section 6.05;


 


(E)          
any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other
notice required to be delivered to the Certificateholders pursuant to Article XII;


 


(F)          
any Asset Review Report Summary received by the Certificate Administrator;


 


(G)         
any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)         
any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment
by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 



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(I)           
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


 


(J)           
any notice of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;


 


(K)          
any notice of termination pursuant to Section 9.01;


 


(L)          
any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of
the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)     
   any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant
to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer
pursuant to Section 12.05(b);


 


(N)         
any notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared
by the Operating Advisor in connection with such recommendation;


 


(O)         
any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred
or is terminated;


 


(P)          
any notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)         
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)          
any assessments of compliance delivered to the Certificate Administrator;


 


(S)          
any attestation reports delivered to the Certificate Administrator;


 


(T)          
any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s
website pursuant to Section 5.06;


 


(U)          
any Proposed Course of Action Notice;


 


(V)          
the “Investor Q&A Forum” pursuant to Section 4.07(a);


 


(W)        
solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant
to Section 4.07(b); and


 



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(X)          
the “Risk Retention Special Notices” tab;


 


provided that
with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of
an Excluded Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Certificate
Administrator shall only be required to make available such notice of the occurrence and continuance of a Control Termination Event
or the notice of the occurrence and continuance of a Consultation Termination Event to the extent the Certificate Administrator
has been notified of such Excluded Loan as to such party.


 


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and
(B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms
acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related
to the Mortgage Loans available through its Internet website.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any Person that is a
Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available
to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the SEC filings on the Certificate
Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder,
if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee in physical form of an investor certification substantially in
the forms of Exhibit P-1D and Exhibit P-1B and upon delivery to the Certificate Administrator in physical form
of an investor certification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User
ID associated with such Excluded Controlling Class Holder, all information (other than the Excluded Information with respect to
any Excluded Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator in
which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on the
Certificate Administrator’s Website.


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an
investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class


 



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Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification
in the form of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the
effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s).
In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder,
such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling
Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate
Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such
Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s
access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from
the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor
certification substantially in the form of Exhibit P-1E to access the information on the Certificate Administrator’s
Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to
any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in
which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available
on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on the Certificate
Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label
such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate
Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and, if possible, on
loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of
the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator, as applicable, has received a notice substantially in the form of Exhibit
P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded Controlling
Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall be
liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded Controlling
Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related Excluded Information
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer,
the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice
that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted
on the Certificate Administrator’s Website, such information was not delivered to the Certificate Administrator in accordance
with Section 3.33.


 



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Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the
form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder
or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling
Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded
Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliate involved in the
management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described
in clause (i) above.


 


To the extent the Risk
Retention Consultation Party or a Holder of an RRI Interest receives access pursuant to this Agreement to any information solely
related to a Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset Status Reports,
Final Asset Status Reports (or summaries thereof)), inspection reports related to Specially Serviced Loans conducted by the Special
Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator
regarding the Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered
pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered by the
Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would be)
a Nonrecoverable Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with information
of other Mortgage Loans at a pool level), on the Certificate Administrator’s Website or otherwise receives access to such
information, such Risk Retention Consultation Party or Holder of an RRI Interest shall be deemed to have agreed that it (i) will
not directly or indirectly provide any such information to (A) the related Borrower Party, (B) any employees or personnel
of such Risk Retention Consultation Party or Holder of an RRI Interest or any of its Affiliates involved in the management of any
investment in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any such Excluded Loan) shall be considered information
that is aggregated with information of other Mortgage Loans at a pool level.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for


 



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which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The
Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding
the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk
at (866) 846-4526.


 


(c)         
The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the
extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “CSMC 2016-NXSR” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)           any notices of waivers under Section 3.08(d);


 


(ii)          any Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)         any notice of final payment on the Certificates;


 


(iv)         any environmental reports delivered by the Special Servicer under Section 3.09(e);


 


(v)          any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)         any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09
or 11.10;


 


(vii)        any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)       any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving
Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)         copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 



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(x)          any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)         any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment
by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)        any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


 


(xiii)       any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant
to Section 7.01;


 


(xiv)       any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)        any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant
to Section 13.01(a)(ix);


 


(xvi)       any Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)      any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed
toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to
the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans or any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(f);


 


(xviii)     any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g);
Section 11.09 or Section 11.10; and


 


(xix)        any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information
will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York
City time, or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m., New York City time;
provided, however, any information delivered pursuant to Section 3.13(d) shall be posted in accordance with
Section 3.13(d). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine
whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or


 



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is not anything
other than what it purports to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator
and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s Website. The
Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual
knowledge of any information merely by posting such information to the Certificate Administrator’s Website or the 17g-5
Information Provider’s Website to the extent such information was not produced by the Certificate Administrator or the 17g-5
Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of
an NRSRO Certification in the form of Exhibit P-2 hereto (which certification may be submitted electronically via
the 17g-5 Information Provider’s Website). If a Rating Agency requests access to the 17g-5 Information Provider’s
Website, access shall be granted by the 17g-5 Information Provider on the same Business Day, provided that such request is made
prior to 2:00 p.m., New York City time, on such Business Day, or if received after 2:00 p.m., New York City time, on the following
Business Day. Questions regarding delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526
or 17g5informationprovider@wellsfargo.com (specifically referencing “CSMC 2016-NXSR” in the subject line).


 


Upon delivery by the
Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s
17g-5 Website (the “Pre-close Information”), the 17g-5 Information Provider shall make such information available
only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c).
Such information shall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information
Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to
the Pre-close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party.


 


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any
additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5
Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The 17g-5 Information
Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Information Provider’s
Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information
Provider’s Website. The 17g-5 Information Provider shall notify any party that delivers information to the 17g-5 Information
Provider under this Agreement that such notification was received and that it has been posted.


 


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic
mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “CSMC 2016-NXSR” and an identification
of the type of information being provided in the body of such


 



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electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


 


(d)          
Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be provided by
the Certificate Administrator to third parties (including Bloomberg, L.P., Thomson Reuters Corporation, Trepp, LLC, Intex Solutions,
Inc., CMBS.com, Inc., Asset Reviewers LLC, Moody’s Analytics and BlackRock Financial Management Inc.) with the consent of
the Depositor, and providing such information shall not constitute a breach of this Agreement by the Certificate Administrator.
Such information will be made available to such third parties upon receipt of a certificate in the form of Exhibit P-3
hereto, which certification may be submitted electronically via the Certificate Administrator’s Website.


 


(e)          
Each of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it
may adopt, also deliver, produce or otherwise make available through its website or otherwise, any additional information relating
to the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties
(other than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and
any other Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies
(collectively, the “Disclosure Parties”) (only to the extent such additional information is simultaneously delivered
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including
without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged
Information), applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicer shall
be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion
and/or (ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter
into (x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or
(z) a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
or Special Servicer’s website, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously
provide such information to any other Disclosure Party. In addition, to the extent access to such information is provided via the
Master Servicer’s or the Special Servicer’s website, the Master Servicer and the Special Servicer may require registration
and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential
nature of such information. In connection with providing access to or copies of the information described in this Section 3.13(e)
to current or prospective Certificateholders the form of confidentiality agreement used by the Master Servicer or the Special Servicer,
as applicable, shall be: (i) in the case of a Certificateholder, an Investor Certification executed by the requesting Person
indicating that such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder
may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds
or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing
such ownership interest or prospective ownership interest and agrees to keep


 



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such information confidential)); and (ii) in
the case of a prospective purchaser of Certificates or interests therein or an investment advisor related thereto, an Investor
Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein or an investment advisor
related thereto and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise
keep such information confidential with no further dissemination (except that such Certificateholder may provide such information
to its auditors, legal counsel and regulators). In the case of a licensed or registered investment advisor acting on behalf of
a current or prospective Certificateholder, the Investor Certification shall be executed and delivered by both the investment advisor
and such current or prospective Certificateholder.


 


Neither the Master Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 3.13 unless such information was produced by the Master Servicer or Special Servicer, as applicable.


 


(f)          
The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the
Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related
Intercreditor Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication
in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth
in Section 3.13(c) the same day such communication takes place; provided, further, that the summary of
such oral communications shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider
shall post such written summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth
in Section 3.13(c).


 


In connection with the
delivery by the Master Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the
Master Servicer or the Special Servicer, as applicable, of when such information, report, notice or document has been posted to
the 17g-5 Information Provider’s Website. The Master Servicer or the Special Servicer, as applicable, may, but is not obligated
to, send such information, report, notice or other document to the applicable Rating Agency or Rating Agencies so long as such
information, report, notice or document (i) was previously provided to the 17g-5 Information Provider or (ii) is simultaneously
provided to the 17g-5 Information Provider.


 


(g)         
The Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating
Advisor such reports and other information produced or otherwise available to the Directing Certificateholder or the Risk Retention
Consultation Party (in each case, other than, prior to the occurrence and continuance of a Control Termination Event, any Asset
Status Reports that are not Final Asset Status Reports), or


 



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Certificateholders generally, requested by the Operating Advisor in
support of the performance of its obligations under this Agreement in electronic format.


 


(h)         
None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such
Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval
of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a
commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of
the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s,
as applicable, servicing operations in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage
Loans to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor,
property and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information
Provider and has been uploaded on to the 17g-5 Information Provider’s Website; or (z) such Rating Agency has confirmed in
writing to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable,
that it does not intend to use such information in undertaking credit rating surveillance for any Class of Certificates; provided,
however, that the Rating Agencies may use information delivered in reliance on the certification provided in this clause
(z) for any purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement
or any other confidentiality agreement to which such Rating Agency is subject) or comprised of information collected by the applicable
Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 Information Provider’s Website that such
Rating Agency has access to).


 


(i)          
The costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party
hereto shall not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section 3.14          Title to REO Property; REO Account. (a)  If title to any Mortgaged Property is acquired (and thus becomes
REO Property), the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation
and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders
and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf
of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the
third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury
Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either
(i) applies for an extension of time no later than sixty (60) days prior to


 



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the close of the third calendar year in which
it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such qualifying extension is granted
or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains
for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate Administrator,
to the effect that the holding by the Trust of such REO Property subsequent to the close of the third calendar year following the
year in which acquisition occurred will not cause an Adverse REMIC Event to occur. If the Special Servicer is granted or not denied
the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel
contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property
within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred
by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second
preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence,
shall be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)         
The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate
and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain
one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf
of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier
Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an
Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within one (1) Business Day
after receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received
in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06.
The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of
the REO Account when first established and of the new location of the REO Account prior to any change thereof.


 


(c)        
The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring,
leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating
to such REO Property. On or prior to each Determination Date (or with respect to a Serviced Companion Loan, on the Business Day
preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account and remit to the
Master Servicer, which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate
of all amounts received in respect of each REO Property during the one-month period ending on such Determination Date, net of (i) any
withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit
in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with
the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements,
leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to
each Determination Date (or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance
Date), the Special Servicer shall


 



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provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer
for deposit in the Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts as instructed
by the Special Servicer on the Determination Date (or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance
Date) for the related Distribution Date.


 


(d)        
The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose
of accounting for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15          Management of REO Property. (a)  If title to any REO Property is acquired, the Special Servicer shall manage,
conserve, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of
the Certificateholders and the related Companion Holders, as applicable, and the Trustee (as holder of the Lower-Tier Regular Interests)
solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the
Trust or any Serviced Companion Noteholder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B)
of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power
and authority to do any and all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders
(and, in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular
Interests) all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loan, as
the case may be) (as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard).
Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for
all purposes of this Section 3.15. Subject to this Section 3.15, the Special Servicer may allow the Trust
or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure property”
within the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best interests of Certificateholders
and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property
or operating such REO Property on a different basis. In connection therewith, the Special Servicer shall deposit or cause to be
deposited on a daily basis (and in no event later than one (1) Business Day following receipt of such properly identified funds)
in the applicable REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall
withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for
the proper operation, management, leasing and maintenance of such REO Property, including, without limitation:


 


(i)           all insurance premiums due and payable in respect of such REO Property;


 


(ii)          all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)         any ground rents in respect of such REO Property, if applicable; and


 



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(iv)         all costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special
Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount
as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special
Servicer, the Depositor, the Certificate Administrator and the Directing Certificateholder (with respect to the Directing Certificateholder,
in respect of any Mortgage Loan other than an Excluded Loan as to such party, and prior to the occurrence and continuance of a
Consultation Termination Event)) such advances would, if made, constitute Nonrecoverable Servicing Advances.


 


(b)          Without limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)           permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its
terms will give rise to any income that does not constitute Rents from Real Property;


 


(ii)          permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real
Property;


 


(iii)         authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon,
and then only if more than 10% of the construction of such building or other improvement was completed before default on the related
Mortgage Loan, if applicable, became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)         Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property
on any date more than ninety (90) days after its acquisition date;


 


unless, in any such case, the Special Servicer
has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect
that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer
may take such actions as are specified in such Opinion of Counsel. The Special Servicer shall cause any Mortgaged Property acquired
as an REO Property to be operated and managed in a manner that would, in its good faith and reasonable judgment and to the extent
commercially feasible, maximize the Trust’s net after-tax proceeds from such property.


 


(c)         
The Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property
within ninety (90) days of the acquisition date thereof, provided that:


 


(i)           the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached
at arm’s length;


 



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(ii)          the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light
of the nature and locality of the Mortgaged Property;


 


(iii)         any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs
and expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those
listed in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses)
to the Special Servicer upon receipt;


 


(iv)         none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any
such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with
respect to the operation and management of any such REO Property; and


 


(v)          the Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing
Standard.


 


The Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification.


 


(d)          When and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer
a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Sections 3.15(a) and 3.15(b).


 


Section 3.16          Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become
a Specially Serviced Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal and within
thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with the Servicing
Standard; provided, however, that if the Special Servicer is then in the process of obtaining an Appraisal with respect
to the related Mortgaged Property, the Special Servicer shall make its fair value determination as soon as reasonably practicable
(but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer may, from time to time,
adjust its fair value determination based upon changed circumstances, new information and other relevant factors, in each instance
in accordance with a review of such circumstances and new information in accordance with the Servicing Standard; provided
that the Special Servicer shall promptly notify the Master Servicer in writing of the initial fair value determination and any
adjustment to its fair value determination.


 


(ii)          If any Mortgage Loan, Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the
extent otherwise required


 



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pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer shall promptly
notify in writing the Master Servicer, any related Companion Holder and any related mezzanine lender, as applicable, of any events
requiring notice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder
and related mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have
the option to purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related
Intercreditor Agreement.


 


(iii)         If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer may offer to sell to
any Person any Specially Serviced Loan (to the extent consistent with any related Intercreditor Agreement and Section 3.16(d))
or may offer to purchase any Specially Serviced Loan, if and when the Special Servicer determines, consistent with the Servicing
Standard, that such a sale would be in the best economic interests of the Certificateholders or, if applicable, the Certificateholders
and the Serviced Companion Noteholder(s) (as a collective whole as if the Trust and the Serviced Companion Loan Noteholder(s) constituted
a single lender), on a net present value basis. In the case of any Non-Serviced Mortgage Loan, under certain limited circumstances
permitted under the related Intercreditor Agreement, to the extent that such Non-Serviced Mortgage Loan is not sold together with
the related Non-Serviced Companion Loan by the Special Servicer for the related Non-Serviced Whole Loan, the Special Servicer will
be entitled to sell (with the consent of the Directing Certificateholder and after consulting with the Risk Retention Consultation
Party pursuant to Section 6.08(a), in each case, if no Control Termination Event has occurred and is continuing and such
Non-Serviced Mortgage Loan is not an Excluded Loan as to such party) such Non-Serviced Mortgage Loan if it determines in accordance
with the Servicing Standard that such action would be in the best interests of the Certificateholders. The Special Servicer is
required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor (other than in respect
of any applicable Excluded Loan) and the Directing Certificateholder and the Risk Retention Consultation Party (in the case of
the Directing Certificateholder and the Risk Retention Consultation Party, other than in respect of any Excluded Loan as to such
party) not less than ten (10) days’ prior written notice of its intention to sell any Defaulted Loan, in which case the Special
Servicer is generally required to accept the highest offer received from any person for such Specially Serviced Loan in an amount
at least equal to the outstanding principal balance plus all accrued and unpaid interest and outstanding costs and expenses and
certain other amounts pursuant to this Agreement (the “Par Purchase Price”) or, at its option, if it has received
no offer at least equal to the Par Purchase Price therefor, purchase such Specially Serviced Loan at such Par Purchase Price.


 


(iv)         (A)  In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence
of any offer at least equal to the Par Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer
for such price), the Special Servicer shall, subject to subclause (B) below, accept the highest offer


 



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received from
any Person that is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the highest offeror
is a Person other than an Interested Person. In determining whether any offer from a Person other than an Interested Person constitutes
a fair price for any Defaulted Loan or REO Property, the Special Servicer shall take into account (in addition to the results of
any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior 6
months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property
and the state of the local economy. If the offeror is an Interested Person, the Trustee (based upon updated Appraisals ordered
by the Special Servicer and received by the Trustee (or ordered by the Trustee if the Special Servicer or any of its Affiliates
is an Interested Person)) shall determine the fair price unless (i) the offer is equal to or greater than the applicable Par Purchase
Price and (ii) the offer is the highest offer received; provided, however, that no offer from an Interested Person
will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Par Purchase
Price, at least two other offers are received from independent third parties, and any such determination by the Trustee shall be
binding upon all parties. The Trustee shall act in a commercially reasonable manner in making such determination. In determining
whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely
on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this
Agreement within the preceding 6-month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided
in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price and the offer is less than the Par Purchase Price, the Trustee may, at its option,
(at the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan
matters with at least 5 years’ experience in valuing or investing in loans similar to the subject Mortgage Loan or Serviced
Whole Loan, as the case may be, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates such a third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by,
and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing
Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within
thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing
Advance (provided that the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable amount
as determined by the Trustee) but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to
collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual capacity, nor any of its Affiliates
may make an offer for or purchase any Specially Serviced Loan.


 



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(B)          
The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines (in consultation
with the Directing Certificateholder and the Risk Retention Consultation Party, subject to the limitations on consultation set
forth in Section 6.08(a) (in each case, unless a Consultation Termination Event shall have occurred and be continuing
and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) and, in the case of a Serviced Whole
Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance with the Servicing Standard
(and subject to the requirements of any related Intercreditor Agreement), that the rejection of such offer would be in the best
interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan, the related Companion Holder(s) (as
a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder(s) constituted a single lender).
In addition, the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard (and subject
to the requirements of any related Intercreditor Agreement), that the acceptance of such offer would be in the best interests of
the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan, the related Companion Holder(s) (as a collective
whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender (and with respect
to any AB Whole Loan, taking into account the subordinate nature of the related Subordinate Companion Loan)) (for example, if the
prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer
making the lower offer are more favorable); provided that the offeror is not the Special Servicer or a Person that is an
Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to the Rated
Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination,
to the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 


(v)          Unless and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer
shall pursue such other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout
and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard
and the REMIC Provisions.


 


(b)          (i)  (A)  The Special Servicer may purchase any REO Property at the Par Purchase Price therefor (in
the case of a Serviced Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating
to the related Companion Loan). The Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced
Whole Loan, such sale shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan),
if and when the Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic
interest of the Trust and the related Companion Holders. The Special Servicer shall give the Trustee, the Master Servicer, each
Companion Holder, the Certificate Administrator and the Directing Certificateholder and the Risk Retention Consultation Party (in
the case of the Directing Certificateholder and the Risk


 



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Retention Consultation Party, in respect of any Mortgage Loan other than
an Excluded Loan as to such party and prior to the occurrence and continuance of a Consultation Termination Event) not less than
ten (10) days’ prior written notice of the Purchase Price and its intention to (i) purchase any REO Property at the
Par Purchase Price therefor or (ii) sell any REO Property, in which case the Special Servicer shall accept the highest offer
received from any Person for any REO Property in an amount at least equal to the Par Purchase Price therefor. To the extent permitted
by applicable law, and subject to the Servicing Standard, the Master Servicer, an Affiliate of the Master Servicer, the Special
Servicer or an Affiliate of the Special Servicer, or an employee of either of them may act as broker in connection with the sale
of any REO Property and may retain from the proceeds of such sale a brokerage commission that does not exceed the commission that
would have been earned by an independent broker pursuant to a brokerage agreement entered into at arm’s length.


 


(B)          
In the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to
subclause (C) below, accept the highest offer for such REO Property received from any Person that is determined to
be a fair price (1) by the Special Servicer, if the highest bidder is a Person other than an Interested Person, or (2) by
the Trustee, if the highest bidder is an Interested Person unless (i) the offer is equal to or greater than the applicable Purchase
Price and (ii) the offer is the highest offer received; provided, however, that no offer from an Interested Person
will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Par Purchase
Price, at least two other offers are received from independent third parties. Notwithstanding anything to the contrary herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant
hereto.


 


(C)          
The Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer
if the Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best
interests of the Certificateholders and, with respect to any Serviced Whole Loan or the related Companion Holder, and in either
case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans).
In addition, the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance
of such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan or the related
Companion Holder, and in either case, as a collective whole (taking into account the subordinate or pari passu nature of
any Serviced Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations,
or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not
the Special Servicer or a Person that is an Affiliate of the Special Servicer.


 


(D)          
In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee
shall obtain and may conclusively rely on the opinion of an Independent appraiser or


 



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other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees of and the costs of all
appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be
reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard
to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30)
days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but
the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable
Interested Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the
Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall
be instructed to take into account, as applicable, among other factors, the physical condition of such REO Property, the state
of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)         
Subject to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders
in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including
the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties
of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of
this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor nor the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable)
with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(c)         
Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Closing Date allow a sale for other consideration).


 


(d)         
With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this
Agreement, if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell
the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer
shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require
that all offers be submitted to the Special Servicer in writing. To the extent a determination is required to be made hereunder
as to whether any cash offer constitutes a fair price for any Serviced Whole Loan, such determination


 



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shall be made by the Trustee
if the offeror is an Interested Person. Notwithstanding the foregoing, the Special Servicer shall not be permitted to sell the
related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without
the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not required
if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an affiliate of the Mortgagor) unless the Special Servicer
has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written
notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date,
a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection
with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for
such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related
Serviced Pari Passu Companion Loan that are material to the sale price of the Serviced Pari Passu Whole Loan; and (d) until the
sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder
and the Risk Retention Consultation Party) prior to the proposed sale date, all information and other documents being provided
to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection
with the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted
to submit an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not
be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder
of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to
the related Whole Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair
price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing
in loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such
cash offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making
such determination. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely
conclusively upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports
and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering
Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such
Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment,
such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall
continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.


 


(e)         
(i)  Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related
Intercreditor Agreement, the holder of the related AB Subordinate Companion Loan for each applicable Serviced Whole Loan will have
the right to purchase the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of the AB Subordinate
Companion Loan shall be given priority over any provision described in this


 



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Section 3.16 as and to the extent set forth
in the related Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such
AB Subordinate Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement,
the related AB Subordinate Companion Loan will no longer be subject to this Agreement. In addition, with respect to the Serviced
AB Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement, if the related Serviced AB Whole
Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related Mortgage Loan that has become a Defaulted
Loan in accordance with this Section 3.16, then the Special Servicer shall not be required to sell the related AB Subordinate
Companion Loan together with such Mortgage Loan as one whole loan. If no AB Control Appraisal Period exists, the Special Servicer
may not sell the AB Subordinate Companion Loan without the prior consent of the holder of the AB Subordinate Companion Loan. 
If an AB Control Appraisal Period has occurred and is continuing, the Special Servicer has the right (but not the obligation) to
sell the AB Subordinate Companion Loan without the consent of the holder of the AB Subordinate Companion Loan,


 


(ii)          Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase
the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in
the related Intercreditor Agreement.


 


(f)          
Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16
will be on a servicing released basis.


 


(g)          In the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust
pursuant to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section 3.17         
Additional Obligations of Master Servicer and Special Servicer. (a)  The Master Servicer shall deliver
all Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu
Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance
Date, without any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment
allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account
on each P&I Advance Date, without any right of reimbursement therefor.


 


(b)         
The Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices
required to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)         
Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement
thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection
Account and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option
and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to


 



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Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination
Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided that, other than
in the case of an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling
Class, any such deferral exceeding six (6) months shall require, prior to the occurrence and continuance of any Control Termination
Event, the consent of the Directing Certificateholder), and any election to so defer or not to defer shall be deemed to be in accordance
with the Servicing Standard. If the Master Servicer or the Trustee makes such an election at its sole option and in its sole discretion
to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such
Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent
collection period (subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent period, such
Nonrecoverable Advance shall again be payable first from principal collections as described above prior to payment from
other collections). In connection with a potential election by the Master Servicer or the Trustee to refrain from the reimbursement
of a particular Nonrecoverable Advance or portion thereof during the one month collection period ending on the related Determination
Date for any Distribution Date, the Master Servicer or the Trustee shall further be authorized to wait for principal collections
on the Mortgage Loans to be received until the end of such collection period before making its determination of whether to refrain
from the reimbursement of a particular Nonrecoverable Advance or portion thereof); provided, however, that if, at
any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such
reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one-month collection period
will exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the
17g-5 Information Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), unless extraordinary circumstances make such notice impractical. Notwithstanding
the foregoing, failure to give notice as required by the preceding sentence shall in no way affect the Master Servicer’s
or the Trustee’s election whether to refrain from obtaining such reimbursement as described in this Section 3.17(c).
Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the
extent of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v).


 


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under Section 3.17 or to comply with the terms of Section 3.17 and
the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however,
that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute
a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer or the Trustee, as
applicable,


 



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determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances has been compromised,
then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances
with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed first
from principal and then interest). Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement
for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods shall not limit the accrual
of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable
Advance. The Master Servicer’s or the Trustee’s, as applicable, agreement to defer reimbursement of such Nonrecoverable
Advances as set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on the part
of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create
in the Certificateholders a right to prior payment of distributions over the Master Servicer’s or the Trustee’s, as
applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision
to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the
Servicing Standard and none of the Master Servicer, the Trustee or the other parties to this Agreement shall have any liability
to one another or to any of the Certificateholders or any of the Companion Holders for any such election that such party makes
as contemplated by Section 3.17 or for any losses, damages or other adverse economic or other effects that may arise from
such an election.


 


(d)      With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not
require the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply
amounts held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer,
as applicable, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve
account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used,
if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole Loan)
or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)      With respect to any modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent
received), the Master Servicer or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of
any such modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c).


 


Section 3.18        
Modifications, Waivers, Amendments and Consents. (a)  Except as set forth in Section 3.08(a),
Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i)
and Section 6.08, but subject to any other conditions set forth thereunder (including, without limitation, the Special
Servicer’s consent rights pursuant to this subsection (a) with respect to any modification, waiver or amendment that constitutes
a Major Decision) and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan,
(and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder to advise or consult with the
Master Servicer or Special


 



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Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in
each case, pursuant to the terms of the related Intercreditor Agreement), the Master Servicer shall not agree to any modification,
waiver or amendment to the terms of a Mortgage Loan and/or Companion Loan that constitutes a Major Decision without the prior written
consent of the Special Servicer (it being understood that the Master Servicer will promptly provide the Special Servicer with notice
of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and
all information reasonably available to the Master Servicer that may be reasonably requested by the Special Servicer in order to
grant or withhold such consent); provided that in the event that the Special Servicer does not respond within ten (10) Business
Days after receipt of such analysis and all such information reasonably requested by the Special Servicer in order to grant or
withhold such consent, plus the time period provided to the Directing Certificateholder or other relevant party under this Agreement
and, if applicable, any time period provided to a Companion Holder under a related Intercreditor Agreement, the Special Servicer’s
consent to such modification, waiver or amendment shall be deemed granted; and provided, further, that no extension
entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5)
years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a
leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing
Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold
estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve
(12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan
and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such
extension, (1) the Master Servicer shall provide the Trustee, the Certificate Administrator, the Special Servicer, the Operating
Advisor, the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder
and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event
and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), with an Opinion of Counsel
(at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted
to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension
would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, the Special Servicer shall
(A) obtain the consent of the Directing Certificateholder and, with respect to Specially Serviced Loans, consult with the Risk
Retention Consultation Party pursuant to Section 6.08(a) (in each case, (i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to a Mortgage Loan that is an Excluded Loan as to such party)
or (B) consult with the Directing Certificateholder and the Risk Retention Consultation Party pursuant to Section 6.08(a)
(in each case, (i) after the occurrence and during the continuance of a Control Termination Event, but (solely in the case of the
Directing Certificateholder) prior to a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as
to such party)(which consent or consultation shall be coordinated through the Special Servicer). Notwithstanding the foregoing,
subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification,
waiver or amendment


 



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pursuant to the terms of the related Intercreditor Agreement, and subject to the Special Servicer’s consent
rights pursuant to this subsection (a), the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent
of the Special Servicer, may modify or amend the terms of any Mortgage Loan and/or related Serviced Companion Loan in order to
(i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent
with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable,
such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real
property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related
Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless
(i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency
(and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation Party, if
permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such
substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan
within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master
Servicer or the Special Servicer, as applicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related
Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust)
with respect thereto).


 


In connection with (i) the
release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from
the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the
related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market
value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification
of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of
personal property and going concern value, if any, as determined by an appropriate third party.


 


If, following any such
release or taking, the loan-to-value ratio as so calculated is greater than 125%, the Master Servicer or Special Servicer, as applicable,
shall require 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” within the meaning of Section 860G(a)(3) of the Code (but without regard
to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage).


 


(b)         
If the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any
Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional
collateral) of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred
or a payment default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced
by an Officer’s Certificate of the Special Servicer), is reasonably likely to produce a greater (or equivalent) recovery
on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable,
the related Companion Holders, as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced
Loan, then the Special Servicer may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the
provisions of this Section 3.18(b) and Section 3.18(c), (y) the approval of the Directing Certificateholder
and consultation with the Risk Retention Consultation Party (in each case, with respect to any Mortgage Loan other than any Excluded
Loan as to such party, prior to the occurrence and continuance of a Control Termination Event (or after the occurrence and during
the continuance of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the Directing
Certificateholder and the Risk Retention Consultation Party, and after the occurrence and during the continuance of a Consultation
Termination Event, upon consultation with the Risk Retention Consultation Party)) as provided in Section 6.08; provided
that with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period,
the approval of the holder of the related AB Subordinate Companion Loan will be required to the extent set forth in the related
Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation rights and the Risk Retention
Consultation Party shall have no consultation rights regarding the matter; and (z) additionally, with respect to a Serviced
Whole Loan, the rights of the related Serviced Companion Noteholder or with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult with the Special Servicer
with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor
Agreement; provided that in the case of any release or substitution of collateral (other than a defeasance), the Special
Servicer shall have obtained an Opinion of Counsel that such release or substitution would not be a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC
Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class (regardless of whether a Control Termination Event has occurred and is continuing),
the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect


 



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thereof, in
accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


The Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if
such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan to a date occurring
later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced
Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty (20)
years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease
and (A) prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder
and (B) after non-binding consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a), (in
each case, other than with respect to a Mortgage Loan that is an Excluded Loan as to such party), ten (10) years prior to
the expiration of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the
related Mortgagor), or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced
Whole Loans generally at the related Mortgage Rate.


 


(c)         
Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion
Loan is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18
shall be collected by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with
any consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof
is specified in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment
to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)         
To the extent consistent with this Agreement (including, without limitation, Section 3.08(a) and 3.08(b),
the first sentence of Section 3.18(a), and Section 6.08), the Master Servicer (subject to the Special Servicer’s
consent rights pursuant to Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision)
or the Special Servicer may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage
Loan and/or Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated
waiver, modification or amendment (i) will not be a “significant modification” of the Mortgage Loan within the
meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause an Adverse REMIC Event to occur. In making this
determination, the Master Servicer or Special Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate
Administrator if obtained) an Opinion of Counsel (at the expense of the related Mortgagor or such other Person requesting such
modification or, if such expense cannot be collected from the related Mortgagor or such other Person, to be paid out of the Collection
Account pursuant to Section 3.05(a); provided that the Master Servicer or Special Servicer, as the case may
be, shall use its reasonable efforts to collect such fee from the Mortgagor or such other Person to the extent permitted under
the related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master Servicer nor the


 



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Special Servicer may waive
the payment of any Yield Maintenance Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due Date, or
if not made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to any Mortgage Loan
or Serviced Companion Loan that is not a Specially Serviced Loan.


 


(e)         
Subject to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting
any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing,
the granting of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms
of this Agreement, require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional
servicing compensation, a reasonable or customary fee, for the additional services performed in connection with such request; provided
that the charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(f)          
All modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into
pursuant to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case
may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required
by the Special Servicer in accordance with the Servicing Standard).


 


(g)         
With respect to any modification, waiver or amendment with respect to a Specially Serviced Loan, the Special Servicer shall
notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (after the occurrence and during
the continuance of a Control Termination Event), the Directing Certificateholder and the Risk Retention Consultation Party (in
the case of the Directing Certificateholder, other than following the occurrence and continuance of a Consultation Termination
Event, and in the case of the Directing Certificateholder or the Risk Retention Consultation Party, other than with respect
to any Excluded Loan as to such party), the applicable Companion Holder, the related Mortgage Loan Seller (if such Mortgage Loan
Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan, the Directing Certificateholder or the Risk Retention
Consultation Party) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in
each case, after it is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended
and the date thereof. With respect to any modification, waiver or amendment (in each case, after it is finalized and executed)
for which it is responsible, the Master Servicer shall provide written notice of any such modification, waiver or amendment to
the Trustee, the Certificate Administrator, the Special Servicer (and the Special Servicer shall forward such notice to the Directing
Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder, only prior to the
occurrence and continuance of a Consultation Termination Event and in the case of the Directing Certificateholder or the Risk Retention
Consultation Party, other than with respect to an Excluded Loan as to such party), the applicable Companion Holder and the related
Mortgage Loan Seller (so long as such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan or
the Directing Certificateholder or Risk Retention Consultation Party) and the 17g-5 Information Provider (which shall promptly
post such notice on the 17g-5 Information


 



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Provider’s Website in accordance with Section 3.13(c)). The party
responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being delivered
by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification,
waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy to
the applicable Companion Holder, if any. Following receipt of the Master Servicer’s or the Special Servicer’s, as applicable,
delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator shall
forward a copy thereof to each Holder of a Certificate (other than the Class Z or Class R Certificates) upon request. With respect
to the processing of any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine debt,
the Special Servicer (if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a))
or the Master Servicer (if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(a))
shall, on or before the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5) Business Days immediately
following the Master Servicer or Special Servicer, as applicable, obtaining actual knowledge of the incurrence of such additional
debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK,
to cts.sec.notifications@wellsfargo.com and an Additional Disclosure Notification in the form attached hereto as Exhibit EE.
The notice contemplated in the preceding sentence shall set forth, to the extent the Special Servicer or Master Servicer, as applicable,
has the requisite information or can reasonably obtain such information, (1) the amount of additional debt that was incurred in
the related Collection Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and additional
debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and additional debt. In the event that either
(i) the CREFC® Investor Reporting Package is amended to include such information set forth above, in a manner reasonably
acceptable to the Master Servicer, Special Servicer and Certificate Administrator, as applicable, and the Master Servicer confirms
with the Certificate Administrator that such amended CREFC® Investor Reporting Package enables the Certificate Administrator
to include such information on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust
is no longer subject to the Exchange Act, the additional report in the form of Exhibit KK shall no longer be required
hereunder. From time to time, the Master Servicer, Special Servicer and Certificate Administrator may agree on a different delivery
time and format for the information set forth in this paragraph.


 


(h)         
The Master Servicer shall process all defeasance transactions. Notwithstanding the foregoing, the Master Servicer shall
not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged
Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with
Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting
of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements
of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan
(or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that
such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments
at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage
Loan documents and, if applicable,


 



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Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the
related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest
in such substituted Mortgaged Property; provided, however, that, to the extent consistent with the related Mortgage
Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a
condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable,
Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor mortgagor, if so required
by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the Master Servicer shall use its reasonable efforts to require the related Mortgagor to pay all costs of such
defeasance, including but not limited to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible
under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense
of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of
Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);
provided, further, however, that no such confirmation from any Rating Agency shall be required to the extent
that the Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U hereto for any
Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage
Loan with a Cut-off Date Balance less than $20,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate
Cut-off Date Balance of all Mortgage Loans and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans
by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to pay for the items specified
in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent with the related Mortgage
Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the extent set forth in the applicable
Mortgage Loan Purchase Agreement.


 


(i)          
Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents,
to the contrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii)
for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or
any portion thereof), in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan
documents, as applicable; provided that such substitution is consistent with the Servicing Standard and the Master Servicer
(subject to the Special Servicer’s consent rights pursuant to Section 3.18(a) with respect to any such action
that constitutes a Major Decision) reasonably determines that allowing their use would not cause a default or event of default
to become reasonably foreseeable and the Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the
extent permitted under the Mortgage Loan documents and, if applicable, Companion Loan documents or otherwise as a Trust Fund expense)
to the effect that such use would not be and would not constitute a “significant modification” of such Mortgage Loan
or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC
Event with respect to any Trust REMIC; and provided,


 



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further, that the requirements set forth in Section 3.18(h)
(including receipt of any Rating Agency Confirmation) are satisfied; and provided, further, that such securities
are backed by the full faith and credit of the United States government, or the Master Servicer shall obtain Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25). Notwithstanding the foregoing, with respect to
certain Mortgage Loans originated or acquired by UBS AG or Column that are subject to defeasance, UBS AG or Column, as applicable,
has transferred to a third party or has retained on behalf of itself or its Affiliate the right to establish or designate the successor
borrower and/or to purchase or cause to be purchased the related defeasance collateral (collectively, the “Loan Seller
Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect
to a Mortgage Loan that provides for Loan Seller Defeasance Rights and Obligations in the related Mortgage Loan Documents, the
Master Servicer shall provide, within five (5) business days of receipt of such notice, written notice of such defeasance request
to the related Mortgage Loan Seller. Until such time as the related Mortgage Loan Seller provides written notice to the contrary,
notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations as to which UBS AG is the related
Mortgage Loan Seller shall be delivered to UBS AG, 1285 Avenue of the Americas, New York, New York 10019, Attention: David Schell,
email: david.schell@ubs.com, pursuant to the notice provisions hereof. Until such time as Column provides written notice to the
contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations as to which Column is the
related Mortgage Loan Seller shall be delivered to Column Financial, Inc., 11 Madison Avenue, 4th Floor, New York, New
York 10010, Attention: Dante La Rocca, Fax number: (646) 935-8520, Email: dante.larocca@credit-suisse.com, pursuant to the notice
provisions hereof. With respect to any Mortgage Loan originated or acquired by UBS AG or Column that is subject to defeasance,
if the successor borrower is not designated or formed by UBS AG or Column, as applicable, or any Affiliate or successor thereto,
the successor borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


 


(j)           
If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard,
the Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be
maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master
Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940,
that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed
in a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for
any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds”,


 



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and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days
(or 366 days in the case of a leap year).


 


(k)         
Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable,
shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of
Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise
paid out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans by Stated Principal Balance or (ii) has an unpaid principal balance
that is at least equal to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)          
Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment
in connection with any defeasance transaction contemplated in clause (v)(iii) in the definition of “Major Decision”,
the Master Servicer or the Special Servicer, as applicable, shall not approve any such modification, waiver or amendment or consent
thereto without first having received a copy of an Opinion of Counsel addressed to the Master Servicer and the Special Servicer
that such modification, waiver, consent or amendment will not cause an Adverse REMIC Event.


 


Section 3.19         
Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a)  Upon
determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Companion Loan, the Master Servicer or the Special Servicer, as the case may be, shall promptly give notice to
the Master Servicer or the Special Servicer, as the case may be, the Operating Advisor and the Directing Certificateholder (in
the case of the Directing Certificateholder, (i) prior to the occurrence and continuance of a Consultation Termination Event and
(ii) other than with respect to any Excluded Loan as to such party) thereof, and the Master Servicer shall deliver the related
Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all
Privileged Communications, to the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the Special
Servicer with all information, documents and records (including records stored electronically on computer tapes, magnetic discs
and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s
possession or otherwise available to the Master Servicer without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts
to comply with the preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event
(or, in the case of clauses (viii), (ix) or (x) of the definition of Servicing Transfer


 



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Event, within five (5) Business Days
of receiving notice from the Special Servicer of such Servicing Transfer Event when the Special Servicer makes the determination)
and in any event shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related
Serviced Companion Loan until the Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the related
Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor,
the Directing Certificateholder (with respect to the Directing Certificateholder (iii) prior to the occurrence and continuance
of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to such party), a copy of the notice
of such Servicing Transfer Event provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master
Servicer, pursuant to this Section 3.19. Prior to the occurrence and continuance of a Consultation Termination Event,
the Certificate Administrator shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing
Transfer Event provided by the Master Servicer pursuant to this Section 3.19.


 


Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments
(provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special
Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable,
the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer
shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder
and the Directing Certificateholder (with respect to the Directing Certificateholder (i) prior to the occurrence and continuance
of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to such party) and shall return the
related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered to the Special
Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer, the Special
Servicer’s obligation to service such Corrected Loan shall terminate and the obligations of the Master Servicer to service
and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)          
In servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian
originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File
to the extent within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer
with copies of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related
Mortgagor.


 


(c)          
Notwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records
with respect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a
Non-Serviced Mortgage Loan) and shall provide the Special Servicer with any information in its possession with respect to such
records to enable the Special Servicer to perform its duties under this Agreement; provided that this statement shall not
be construed to require the Master Servicer to produce any additional reports.


 



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(d)       No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and,
if applicable, any related Companion Loan (in the event any Serviced Whole Loan becomes a Specially Serviced Loan), the Special
Servicer shall deliver in electronic format a report (the “Asset Status Report”) with respect to such Mortgage
Loan and related Companion Loan and the related Mortgaged Property to the Master Servicer, the Directing Certificateholder (but
only with respect to any Mortgage Loan other than an Excluded Loan as to such party and prior to the occurrence and continuance
of a Consultation Termination Event), the Risk Retention Consultation Party (but only with respect to any Mortgage Loan other than
an Excluded Loan as to such party, and provided that any discussion or analysis of a repurchase claim with respect to any Mortgage
Loan originated by the Risk Retention Consultation Party or an Affiliate thereof may be redacted), the Operating Advisor (but,
other than with respect to an Excluded Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling
Class, only after the occurrence and during the continuance of a Control Termination Event), and the 17g-5 Information Provider
(which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
and, with respect to any related Serviced Companion Loan, to the extent the related Serviced Companion Loan has been included in
an Other Securitization, to the master servicer of such Other Securitization into which the related Serviced Companion Loan has
been sold or to the related Companion Holder. Such Asset Status Report shall set forth the following information to the extent
reasonably determinable based on the information that was delivered to the Special Servicer in connection with the transfer of
servicing pursuant to the Servicing Transfer Event:


 


(i)        a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)       a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Specially Serviced Loan and whether outside legal counsel has been retained;


 


(iii)      the
most current rent roll and income or operating statement available for the related Mortgaged Property;


 


(iv)       (A)
the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for
regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the Special
Servicer in connection with the proposed or taken actions;


 


(v)       the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 






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(vi)      a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease,
if applicable) or franchise agreement;


 


(vii)     the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)    an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net
present value calculation and all related assumptions;


 


(ix)       the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 


(x)       such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


A summary of each Asset Status Report
shall be provided to the Certificate Administrator and the Trustee.


 


If within ten (10) Business Days of
receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing or if
the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing Certificateholder
(communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders),
the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however,
that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the
applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class, prior to the occurrence and continuance of any Control
Termination Event, the Directing Certificateholder disapproves such Asset Status Report within ten (10) Business Days of receipt
and the Special Servicer has not made the affirmative determination described above, the Special Servicer shall revise such Asset
Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days after such
disapproval, to the Master Servicer, the Directing Certificateholder (prior to the occurrence and continuance of a Consultation
Termination Event and other than if an Excluded Loan as to such party is involved), the Operating Advisor (but only after the occurrence
and during the continuance of a Control Termination Event) and the 17g-5 Information Provider (which shall promptly post such report
on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, in the case of a Serviced
Whole Loan, the related Serviced Companion Noteholder. With respect to any Mortgage Loan other than an Excluded Loan with respect
to the Directing Certificateholder or the Holder of the majority of the Controlling Class, prior to the occurrence and continuance
of any Control Termination Event, 


 






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the Special Servicer shall revise such
Asset Status Report as described above in this Section 3.19(d) until the Directing Certificateholder shall fail to disapprove
such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until
the Special Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best
interests of the Certificateholders; provided that, if the Directing Certificateholder has not approved the Asset Status
Report for a period of sixty (60) Business Days following the first submission of an Asset Status Report, the Special Servicer
may act upon the most recently submitted form of Asset Status Report, if consistent with the Servicing Standard; provided,
however, that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically
required pursuant to Section 6.08. The Special Servicer may, from time to time, modify any Asset Status Report it
has previously delivered and implement such report; provided that such report shall have been prepared, reviewed and not
rejected pursuant to the terms of this Section 3.19(d). Notwithstanding anything herein to the contrary, with respect to
any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class (regardless
of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating
Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class includes a Major Decision and consider alternative actions
recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


No direction or disapproval of the
Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require
or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement,
including the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status
of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions, (c) expose the Master Servicer,
the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate
Administrator or their respective officers, directors, members, employees or agents to any claim, suit or liability or (d) materially
expand the scope of the Special Servicer’s, Trustee’s or the Master Servicer’s responsibilities under this Agreement.


 


If a Control Termination Event has
occurred and is continuing (or, with respect to an AB Whole Loan, if both a Control Termination Event has occurred and is continuing
and an AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver each Asset Status Report prepared
in connection with a Specially Serviced Loan to the Operating Advisor (and the Directing Certificateholder (if no Consultation
Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan as to such party)). The
Operating Advisor shall provide comments to the Special Servicer in respect of the Asset Status Report, if any, within ten (10)
Business Days following the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information
reasonably requested by the Operating Advisor related thereto, and propose possible alternative courses of action to the extent
it determines such alternatives to be in the best interest of the Certificateholders (including any


 






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Certificateholders that are
holders of the Control Eligible Corresponding Certificates), as a collective whole. The Special Servicer shall consider such alternative
courses of action and any other feedback provided by the Operating Advisor (and the Directing Certificateholder (in each case,
if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan as
to such party)) in connection with the Special Servicer’s preparation of any Asset Status Report. The Special Servicer shall
revise the Asset Status Report as it deems necessary to take into account any input and/or comments from the Operating Advisor
(and the Directing Certificateholder (if no Consultation Termination Event has occurred and is continuing and such Specially Serviced
Loan is not an Excluded Loan as to such party)), to the extent the Special Servicer determines that the Operating Advisor’s
and/or Directing Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best
interest of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders
and the holders of the related Companion Loan(s), as a collective whole (taking into account the pari passu or subordinate
nature of each such Companion Loan)).


 


After the occurrence and during the
continuance of a Control Termination Event (and at any time with respect to any Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class), the Directing Certificateholder shall have no right to consent to any
Asset Status Report under this Section 3.19. After the occurrence and during the continuance of a Control Termination Event
but prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder (except with respect
to any Excluded Loan as to such party) and the Operating Advisor shall consult with the Special Servicer and propose alternative
courses of action and provide other feedback in respect of any Asset Status Report. The Directing Certificateholder (other than
in its capacity as a Certificateholder) (in each case, after the occurrence and during the continuance of a Consultation Termination
Event (and at any time with respect to any Excluded Loan as to such party)), shall have no right to receive any Asset Status Report
or otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall only be obligated
to consult with the Operating Advisor with respect to any Asset Status Report as described above. The Special Servicer may choose
to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account
any input and/or recommendations of the Operating Advisor or the Directing Certificateholder during the applicable periods described
above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder.


 


Notwithstanding anything to the contrary
herein, the Directing Certificateholder shall not have any consultation or approval rights with respect to an Asset Status Report
that relates to an Excluded Loan.


 


(e)       (i)  Upon
receiving notice of the occurrence of the events described in clause (viii) of the definition of Servicing Transfer Event
(without regard to the 30-day period, respectively, set forth therein), the Master Servicer shall with reasonable promptness give
notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information that the Master Servicer
has in its possession relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer
to enable it to negotiate with


 






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the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding
sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)       After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described
in clause (viii) of the definition of Servicing Transfer Event (without regard to the 30-day period set forth therein),
the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such notice is provided to the Special
Servicer pursuant to clause (i) above.


 


(f)       Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer
shall deliver in electronic format to the Directing Certificateholder (other than with respect to any Excluded Loan as to such
party) a draft notice that will include a draft summary of the Final Asset Status Report (which briefly summarizes such Final Asset
Status Report, but shall not include any Privileged Information) (and shall deliver each Asset Status Report with respect to an
AB Mortgage Loan, to the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan with respect
to the Directing Certificateholder or the Holder of the majority of the Controlling Class, if, prior to the occurrence and continuance
of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice
and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in
writing, then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver
such new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided,
however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report
within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent
draft summary of the Final Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed
to be the final summary of the Final Asset Status Report; provided, further, however, that if at any time
the Special Servicer determines that any affirmative disapproval of such draft summary by the Directing Certificateholder is not
in the best interest of all the Certificateholders pursuant to the Servicing Standard, the Special Servicer shall deliver in electronic
format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate
Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval. The Special Servicer shall
promptly deliver (but in any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status
Report to the Operating Advisor. The Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced
AB Whole Loan and deliver in electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status
Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)       No
provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because
of any objection or comment by the Operating Advisor or the Directing Certificateholder or a recommendation of the Operating Advisor
or the


 






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Directing Certificateholder.


 


Section 3.20          Sub-Servicing
Agreements. (a)  The Master Servicer and Special Servicer may enter into Sub-Servicing Agreements to provide
for the performance by third parties of any or all of its respective obligations hereunder; provided that the
Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and
requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the
Master Servicer or Special Servicer, as applicable, shall for any reason no longer act in such capacity hereunder (including,
without limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon assume all of the
rights and, except to the extent they arose prior to the date of assumption, obligations of such party under such agreement,
or, alternatively, may act in accordance with Section 7.02 hereof under the circumstances described therein
(subject to Section 3.20(g) hereof); (iii) provides that the Trustee (for the benefit of the
Certificateholders and the related Companion Holder (if applicable) and the Trustee (as holder of the Lower-Tier Regular
Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee
or its designee assumes the obligations of such party thereunder as contemplated by the immediately preceding clause (ii))
none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer or Special
Servicer, as applicable, any successor master servicer or special servicer or any Certificateholder (or the related Companion
Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising
therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing
Agreement with respect to such purchased Mortgage Loan at its option and without penalty; provided, however,
that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g)
hereof and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does
not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust;
(vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer or
Special Servicer, as applicable, is permitted hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer
to take any action constituting a Major Decision without the consent of the Master Servicer or the Special Servicer, as
applicable (which consent shall not be granted except in accordance with Section 6.08); (viii) with respect to any
Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an
Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited
Party; and (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such
Sub-Servicing Agreement shall be terminated (following the expiration of any applicable Grace Period) if the Sub-Servicer
fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the Master Servicer,
Certificate Administrator or Depositor under Article XI or under the Sub-Servicing Agreement or to the master
servicer under any other pooling and servicing agreement that the Depositor is a party to, or (B) to perform in any
material respect any of its covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining
or delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations
under Article XI or under the Exchange Act reporting items required under any other pooling and servicing
agreement that the Depositor is a party to. Any successor master servicer or special servicer, as applicable, hereunder
shall, upon becoming successor master servicer or special servicer, as applicable, be assigned and may


 






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assume any
Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer, as applicable (subject to Section 3.20(g)
hereof). In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need not provide that the
obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the time
such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement may
provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the
Sub-Servicer will continue to make all Advances and calculations and prepare all reports required under the Sub-Servicing
Agreement with respect to Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing
Transfer Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had
occurred and to render such incidental services with respect to such Specially Serviced Loans and REO Properties as are
specifically provided for in such Sub-Servicing Agreement. The Master Servicer or Special Servicer, as applicable, shall
deliver to the Trustee (i) copies of all Sub-Servicing Agreements entered into by it, in each case, promptly upon its
execution and delivery of such documents and (ii) upon request of the Trustee, any amendments or modifications to such
Sub-Servicing Agreements. References in this Agreement to actions taken or to be taken by the Master Servicer include actions
taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts
advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not
so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed to have been
advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable by
such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so
long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d), such
interest to be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the
terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received
any payment when a Sub-Servicer retained by it receives such payment. The Master Servicer or Special Servicer, as applicable,
shall notify the Master Servicer or the Special Servicer, as applicable, the Trustee and the Depositor (and the Special
Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except that
the Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)       Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the
related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
or the Special Servicer’s obligations, as applicable, under this Agreement.


 


(c)       As
part of its servicing activities hereunder, the Master Servicer or the Special Servicer, as applicable, for the benefit of the
Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance
and enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, except that the Master Servicer shall
be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI
hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing


 






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Agreements
in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out
to such an extent and at such time as is in accordance with the Servicing Standard. The Master Servicer or the Special Servicer,
as applicable, shall have the right to remove a Sub-Servicer retained by it in accordance with the terms of the related Sub-Servicing
Agreement.


 


(d)       In
the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the Master Servicer
under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents and records
relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced thereunder
and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect the
orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)       Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer or the Special Servicer,
as applicable, shall remain obligated and responsible to the Trustee, the Master Servicer, the Special Servicer, holders of the
Companion Loans serviced hereunder and the Certificateholders for the performance of its obligations and duties under this Agreement
in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing
and administering the Mortgage Loans for which it is responsible, and the Master Servicer or the Special Servicer, as applicable,
shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall the Trust bear any termination
fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)       The
Trustee, upon the request of the Master Servicer or the Special Servicer, as applicable, shall furnish to any Sub-Servicer any
documents necessary or appropriate to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing
Agreement.


 


(g)       Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master servicer, the
Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;
(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of
the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement without
further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which
would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement,


 






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without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)       With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 


(i)       Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement that provides for
the performance by third parties of any or all of its obligations herein, without, prior to the occurrence and continuance of any
Control Termination Event and other than with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class, the consent of the Directing Certificateholder, except
to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


Notwithstanding anything to the contrary
herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing decisions, such as loan
modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, as applicable,
without the consent of the Master Servicer or Special Servicer, as applicable.


 


Section 3.21          Interest Reserve
Account.


 


(a)  On the P&I Advance
Date occurring in January (except during a leap year) and February of each calendar year commencing in 2017 (in each case, unless
the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360 Mortgage
Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated Principal
Balance of the Actual/360 Mortgage Loans immediately following the Distribution Date occurring in the month preceding the month
in which P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance
is made in respect thereof (all amounts so deposited pursuant to this sentence in any particular January and/or February, “Withheld
Amounts”).


 


(b)       On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section 3.22          Directing
Certificateholder and Operating Advisor Contact with the Master Servicer and the Special Servicer. Within a reasonable
time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a
monthly basis, each of the Master Servicer and the Special Servicer shall, without charge, make a


 






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knowledgeable Servicing
Officer via telephone available to verbally answer questions from (a) the Directing Certificateholder ((i) prior to the
occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to
such party) and (b) upon the occurrence and during the continuance of any Control Termination Event, the Operating Advisor
(with respect to the Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO
Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible.


 


Section 3.23          Controlling
Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers
of Directing Certificateholder and the Risk Retention Consultation Party. (a)  Each Controlling Class
Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address
to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and
the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such Person
substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder or the
resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of
a Certificate to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the
Operating Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To
the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the
Directing Certificateholder.


 


On the Closing Date, the initial Directing
Certificateholder shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G
to this Agreement. Upon the resignation or removal of the existing Directing Certificateholder, any successor directing certificateholder
shall also deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement
prior to being recognized as the new Directing Certificateholder.


 


On the Closing Date, the initial Risk
Retention Consultation Party shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1H
to this Agreement. Upon the resignation or removal of the existing Risk Retention Consultation Party, any successor Risk Retention
Consultation Party shall also deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1H
to this Agreement prior to being recognized as the new Risk Retention Consultation Party.


 


(b)       Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation
of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing
Certificateholder, the Certificate Administrator shall request the Controlling Class


 






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Certificateholders to select a new Directing
Certificateholder. In the event that (i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee
or the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder
is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of
the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition
of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator
and notify the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor that
it is the new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator, the Special
Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided by the purported
Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently
verifying that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling
Class. Additionally, once a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate
Owner, if applicable) shall be entitled to rely on such selection unless the Holders of the RRI Interest entitled to appoint the
Risk Retention Consultation Party, by Certificate Balance, or such Risk Retention Consultation Party shall have notified the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Holder of the
RRI Interest, in writing, of the selection of a new Risk Retention Consultation Party.


 


(c)       Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder, the Directing Certificateholder and the Risk Retention Consultation Party.


 


(d)       In
the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate
Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until
such time as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall
have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the
case may be.


 


(e)       Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the
Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder (or each Certificate Owner of the Controlling Class, if applicable), including
names and addresses. In addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new
Directing Certificateholder or Risk Retention Consultation Party or the existence of a new Controlling


 






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Class Certificateholder,
the Certificate Administrator shall notify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer. Notwithstanding
the foregoing, (a) Torchlight Investors, LLC shall be the initial Directing Certificateholder and shall remain so until a successor
is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs and is continuing, and (b)
NREC shall be the initial Risk Retention Consultation Party and shall remain so until a successor is appointed pursuant to the
terms of this Agreement or until a Consultation Termination Event occurs and is continuing.


 


Until it receives notice to the contrary,
each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be
entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder and the Risk Retention
Consultation Party.


 


(f)       If
to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling
Class.


 


(g)       Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder
does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the
Directing Certificateholder may take actions that favor interests of the Holders of one or more Classes of Certificates, including,
without limitation, the Controlling Class, over the interests of the Holders of one or more other Classes of Certificates; and
(v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder)
for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director,
officer, employee, agent or principal of the Directing Certificateholder for having so acted.


 


Each Certificateholder acknowledges
and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party may have special relationships
and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention Consultation
Party may act solely in the interests of the Holders of the RRI Interest; (iii) the Risk Retention Consultation Party does
not have any liability or duties to the Holders of any Class of Certificates other than the RRI Interest; (iv) the Risk Retention
Consultation Party may take actions that favor interests of the Holders of one or more Classes including the RRI Interest over
the interests of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation Party shall
have no liability whatsoever (other than to a Holder of an RRI Interest) for having so acted as set forth in clauses (i)
through (iv) above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party
or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so acted.


 


(h)       All
requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on


 






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a website) to the Directing Certificateholder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced Whole Loan, as applicable; provided, however,
that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information required to be delivered
under the related Intercreditor Agreement.


 


(i)       Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder, the Risk Retention Consultation Party and any AB Whole
Loan Controlling Holder.


 


(j)       With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the Directing Certificateholder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)       The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class or provide the name, contact
information and address of the then-current Directing Certificateholder within two (2) Business Days of a request from the Master
Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting
party.


 


(l)       At
any time that the Controlling Class Certificateholder is the holder of a majority of the Class E Certificates and the Class E Certificates
are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise any of the
Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor, the Certificate
Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com), the Master Servicer, the Special Servicer
and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during such time as a Control Termination
Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition
of Control Termination Event and clause (ii) of the definition of Consultation Termination Event, such Control Termination
Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any
unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the
rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class E Certificates
if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving
Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling
Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise
of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder.
The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No
Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced
Loan prior to the sale or transfer of the Class E


 






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Certificates to the Non-Waiving Successor and had not also become a Corrected
Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


 


(m)       Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made
available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10)
Business Days of the existence or cessation of (i) any Control Termination Event or (ii) any Consultation Termination Event. Upon
the Certificate Administrator’s determination that a Control Termination Event or a Consultation Termination Event has occurred
or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the
Certificate Administrator’s Website pursuant to this provision.


 


In the event that a Control Termination
Event has occurred due to a reduction of the Certificate Balance of the Class E Certificates (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a)
hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control Termination
Event has occurred due to the reduction of the Certificate Balance of the Class E Certificates to less than 25% of the Original
Certificate Balance thereof.”


 


In the event that a Control Termination
Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class E Certificateholder who has become
the Controlling Class Certificateholder of its right to appoint a Directing Certificateholder or to exercise any of the rights
of the Controlling Class Certificateholder, such special notice shall state “A Control Termination Event and a Consultation
Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder of its rights as Controlling
Class Certificateholder.”


 


In the event that a Consultation Termination
Event has occurred due to the reduction of each Class of Control Eligible Corresponding Certificates below 25% of its Original
Certificate Balance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special
notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible Corresponding Certificates
exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that
Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In the event of any transfer of a Class
E Certificate, and upon notice to the Certificate Administrator in the form of Exhibit NN that results in a termination
of a Control Termination Event or a Consultation Termination Event, such “special notice” shall state: “A Consultation
Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority
interest of the Controlling Class Certificates to an unaffiliated third party which has terminated any waiver by the prior Holder.”


 






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The Directing Certificateholder shall
not have any consent or consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either the
Directing Certificateholder or the Holder of the majority of the Controlling Class. Likewise, the Risk Retention Consultation Party
shall not have any consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either such Risk
Retention Consultation Party or the Holder of the majority of the RRI Interest. In either such case, in respect of the servicing
of any such Excluded Loan, a Control Termination Event and Consultation Termination Event will be deemed to have occurred with
respect to such Excluded Loan.


 


Section 3.24          Intercreditor
Agreements. (a)  Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced
Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and
provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage
Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without
limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor
Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement,
the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master
Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with
mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine
lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or
mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special
Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective designee has the
right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related
Intercreditor Agreement to the extent provided for therein.


 


(b)       Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be
required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine
lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice
each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the Master
Servicer or the Special Servicer, as applicable, be required to consult with or obtain the


 






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consent of a new Directing Certificateholder
or a new Controlling Class Certificateholder or consult with a new Risk Retention Consultation Party unless the Certificate Administrator
has delivered notice to the Master Servicer or the Special Servicer, as applicable, as required under Section 3.23(e)
or the Master Servicer or the Special Servicer, as applicable, have actual knowledge of the identity and contact information of
a new Directing Certificateholder, a new Controlling Class Certificateholder or a new Risk Retention Consultation Party.


 


(c)       No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or
Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,
including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard and
to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially
expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s
responsibilities under this Agreement.


 


(d)       With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, the Directing Certificateholder
or the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter with respect
to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable
by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder
and the Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided in the related
Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder, as applicable
(except to the extent that the Directing Certificateholder or the Risk Retention Consultation Party is the related Serviced Whole
Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or Special
Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion Loan
with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as the case may be, shall deliver reports and
notices to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)       Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (1) to provide copies of any notice, information
and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence and continuance of a Control Termination Event or a Consultation Termination Event)
and (2) to consult with any related Companion Holder on a strictly non-binding basis, to the extent having received such notices,
information and reports, such related Companion Holder requests consultation with


 






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respect to any such Major Decisions or the implementation
of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions
recommended by such related Companion Holder; provided that after the expiration of a period of ten (10) Business Days from
the delivery to such related Companion Holder by the Special Servicer of written notice of a proposed action, together with copies
of the notice, information and report required to be provided to the Controlling Class Certificateholder, the Special Servicer
shall no longer be obligated to consult with such related Companion Holder, whether or not such related Companion Holder has responded
within such ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that is materially different
from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date
of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of the related Companion
Holder, the Master Servicer or Special Servicer, as applicable, may make any Major Decision or take any action set forth in the
Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Master Servicer or Special
Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders
and the related Companion Holder. In no event shall the Master Servicer or Special Servicer, as applicable, be obligated at any
time to follow or take any alternative actions recommended by the related Companion Holder.


 


(f)       In
addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master Servicer
or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of the Master
Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or
Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)       With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


(h)       Any
modification or amendment to an Intercreditor Agreement that would materially adversely affect the Master Servicer shall require
the prior consent of the Master Servicer.


 


(i)       With
respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such
analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the asset representations
reviewer under the Other Pooling and Servicing Agreement or any other party to the Other Pooling and Servicing Agreement in connection
with such Asset Review by providing the asset representations reviewer under the Other Pooling and Servicing Agreement or such
other requesting party with any documents reasonably requested by the asset representations reviewer under the Other Pooling and


 






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Servicing Agreement or such other requesting party, but only to the extent such documents are in the possession of the Master Servicer,
the Special Servicer, the Trustee or the Custodian, as the case may be.


 


Section 3.25          Rating
Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other
provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency
Confirmation as a condition precedent to such action, if the party (the “RAC Requesting Party”) required
to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating
Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5
Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that
indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency
Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication and not by posting
any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating
Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again (which may also be
through direct communication). The circumstances described in the preceding sentence are referred to in this Agreement as a
“RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency
Confirmation to the 17g-5 Information Provider, such RAC Requesting Party, may, but shall not be obligated to send such
request directly to the Rating Agencies in accordance with the procedures set forth in this Section 3.25.


 


If there is no response to such Rating
Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or if such Rating
Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement
for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating
Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans (other
than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed not
to apply for such matter at such time (as if such requirement did not exist) with respect to such Rating Agency and the Master
Servicer or the Special Servicer, as the case may be, may then take such action if the Master Servicer or the Special Servicer,
as applicable, confirms its original determination (made prior to making such request) that taking the action with respect to which
it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to
a replacement of the Master Servicer or Special Servicer, such condition shall be deemed not to apply (as if such requirement did
not exist) if (i) as certified in writing by the replacement master servicer or special servicer, as applicable, it has been appointed
and currently serves as a master servicer or special servicer, as applicable, on a transaction-level basis on a transaction currently
rated by Moody’s that currently has securities outstanding and for which Moody’s has not cited servicing concerns of
the applicable replacement as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement
on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage backed
securitization transaction serviced by the applicable replacement master servicer or special servicer prior to the time of determination,
if Moody’s is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated
at least “CMS3” (in the case of the master


 






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servicer) or “CSS3” (in the case of the special servicer), if
Fitch is the non-responding Rating Agency or (iii) KBRA has not publicly cited servicing concerns with respect to the applicable
replacement master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
in any other commercial mortgage-backed securitization transaction serviced by the applicable replacement master servicer or special
servicer prior to the time of determination, if KBRA is the non-responding Rating Agency.


 


Any Rating Agency Confirmation request
made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the Master Servicer’s
or Special Servicer’s determination to take any action discussed in this Section 3.25(a) following any requirement
to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master Servicer or
Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action taken
for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


(b)       Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating
to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or Special
Servicer would have been permitted to waive obtaining such Rating Agency Confirmation pursuant to Section 3.25(a) shall
be deemed not to apply (as if such requirement did not exist).


 


(c)       For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party
shall deliver Rating Agency Confirmation from each Rating Agency.


 


Section 3.26          The
Operating Advisor. (a)  The Operating Advisor shall promptly review (i) all information made available to
Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Loan, and (B)
that is contained in the CREFC® Servicer Watch List prepared by the Master Servicer and (ii) each Final Asset
Status Report delivered to the Operating Advisor by the Special Servicer.


 


(b)       The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing


 






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Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such labeled
Privileged Information.


 


(c)       (i)  After
the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review of any
assessment of compliance report, attestation report, Asset Status Report and other information delivered to the Operating Advisor
by the Special Servicer, including each Asset Status Report delivered during the prior calendar year, the Operating Advisor shall
(if any Mortgage Loans were Specially Serviced Loans during the prior calendar year) deliver to the Certificate Administrator and
the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for which a Control Termination
Event was continuing as of December 31, an annual report (the “Operating Advisor Annual Report”), substantially
in the form of Exhibit V (which form may be modified or altered as to either its organization or content by the Operating
Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions
herein relating to Privileged Information; provided, however, that in no event shall the information or any other
content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth the Operating
Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar
year on a “platform-level basis” with respect to the resolution and liquidation of Specially Serviced Loans that the
Special Servicer is responsible for servicing under this Agreement; provided, further, however, that in the
event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the Special Servicer that was
acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of
such Operating Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Operating Advisor
Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such Serviced
AB Whole Loan under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation,
Section 3.26(d) hereof, each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from
the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution
or liquidation of Specially Serviced Loans or REO Properties that the Special Servicer is responsible for servicing under this
Agreement (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply with all of
the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions).
Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post such Operating
Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.13(b)) and the
17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)); provided, however, that the Special Servicer shall be given
an opportunity to review the Operating Advisor Annual Report at least ten (10) days prior to its delivery to the Certificate Administrator
and the 17g-5 Information Provider. The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor
Annual Report that are provided by the Special Servicer. Only as used in this Section 3.26 in connection with the Operating
Advisor Annual Report, the term “platform-level basis” refers to the Special Servicer’s performance of its duties
as they relate to the


 






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resolution and/or liquidation of Specially Serviced Loans, taking into account the Special Servicer’s
specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing
Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation report, Asset
Status Report and other information delivered to the Operating Advisor by the Special Servicer (other than any communications between
the Directing Certificateholder and the Special Servicer that would be Privileged Information) pursuant to this Agreement. Notwithstanding
the foregoing, no Operating Advisor Annual Report shall be required from the Operating Advisor with respect to any calendar year
as to which no Asset Status Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property.


 


(ii)       In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to rely on the accuracy and completeness of any information
it is provided without liability for any such reliance hereunder.


 


(iii)       The
ability to perform the duties of the Operating Advisor and the quality and the depth of any Operating Advisor Annual Report shall
be dependent upon the timely receipt of information prepared or made available by others and the accuracy and the completeness
of such information. In addition, in no event will the Operating Advisor have the power to compel any transaction party to take,
or refrain from taking, any action. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness
of any information it is provided without liability for any such reliance thereunder.


 


(iv)       In
the event a lack of access to Privileged Information limits or prohibits the Operating Advisor from performing its duties under
this Agreement, the Operating Advisor shall set forth any such limitations or prohibitions in the related Operating Advisor Annual
Report, and the Operating Advisor shall not be subject to any liability arising from such limitations or prohibitions.


 


(d)       Prior
to the occurrence and continuance of a Control Termination Event, the Special Servicer will forward any Appraisal Reduction Amount
and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection
with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor after such calculations have been finalized.
The Operating Advisor shall review such calculations but shall not opine on or take any affirmative action with respect to such
Appraisal Reduction Amount calculations and/or net present value calculations.


 


(e)       (i)  After
the occurrence and during the continuance of a Control Termination Event, after the calculation but prior to the utilization by
the Special Servicer of any of the calculations related to (i) Appraisal Reduction Amounts or (ii) net present value
in


 






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accordance with Section 1.02(iv), the Special Servicer shall forward such calculations, together with any supporting
material or additional information necessary in support thereof (including such additional information reasonably requested by
the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Communications
and, in the case of any Appraisal Reduction Amount, only to the extent the Master Servicer has provided such information to the
Special Servicer), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing such
calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations
and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding
application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)       In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as calculated by the Master Servicer) or net present value or the application of the applicable
non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and the Master Servicer
or the Special Servicer, as applicable, shall consult with each other in order to resolve any inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any
disagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor. The Special Servicer shall
cooperate with the Master Servicer and provide any information reasonably requested by the Master Servicer necessary for the calculation
of the Appraisal Reduction Amount that is in the Special Servicer’s possession or reasonably obtainable by the Special Servicer.
In the event the Operating Advisor and the Master Servicer or the Special Servicer, as applicable, are not able to resolve such
inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify
the Certificate Administrator of such disagreement and the Certificate Administrator shall examine the calculations and supporting
materials provided by the Operating Advisor and the Master Servicer or the Special Servicer, as applicable, and determine which
calculation is to apply. In making such determination, the Certificate Administrator may hire an independent third party to assist
with any such calculation at the expense of the Trust. The Certificate Administrator shall be entitled to conclusively rely on
such third party calculation.


 


(f)       Notwithstanding
the foregoing, prior to a Control Termination Event, the Operating Advisor shall have no specific involvement with respect to collateral
substitutions, assignments, workouts, modifications, consents, waivers, insurance policies, mortgagor substitutions, lease changes
or other similar actions that the Special Servicer may perform under this Agreement.


 


(g)       The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information” confidential
and shall not disclose such information to any other Person (including any Certificateholders other than the Directing Certificateholder),
other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with a notice indicating
that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement
that receives


 






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Privileged Information from the Operating Advisor with a notice stating that such information is Privileged Information
shall not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer and, unless
a Control Termination Event has occurred and is continuing, the Directing Certificateholder (with respect to any Mortgage Loan
other than a Non-Serviced Whole Loan and other than any Mortgage Loan that is an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class) other than pursuant to a Privileged Information Exception. Notwithstanding
the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors
of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 


(h)       Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with
the terms of Section 4.07(a).


 


(i)       As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Distribution Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans but not any Non-Serviced Mortgage Loans
nor any Companion Loan) or each REO Mortgage Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall
accrue from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of
such Mortgage Loan or REO Mortgage Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage
Loan or REO Mortgage Loan, as the case may be, and, in connection with any partial month interest payment, for the same period
respecting which any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Mortgage Loan is
computed. The Operating Advisor Fee shall be payable from funds on deposit in the Collection Account as provided in Section 3.05(a)(ii)
of this Agreement.


 


The Operating Advisor shall be entitled
to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or 6.04(b) hereof,
such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a). Each
successor Operating Advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating Advisor
Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has
consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent such Operating Advisor Consulting
Fee is actually received from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a
Major Decision under this Agreement, the Master Servicer or the Special Servicer, as applicable, shall use commercially reasonable
efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor
in connection with such Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents. The Master
Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by
the related Mortgagor


 






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if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no
event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating
Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as
applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding
the foregoing, the Operating Advisor will have no obligations or consultation rights as Operating Advisor with respect to: (i)
any Non-Serviced Whole Loan or any related REO Property or (ii) with respect to any AB Mortgage Loan, prior to the occurrence and
continuance of a Control Termination Event; provided, further, that the Operating Advisor shall not be entitled to
an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan.


 


(j)       After
the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the
written direction of Holders of Certificates evidencing not less than 15% of the aggregate Certificate Balance of all Classes of
Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of Classes to which such Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor
with a replacement Operating Advisor selected by such Certificateholders (provided that the proposed replacement Operating
Advisor is an Eligible Operating Advisor), and (ii) payment by such requesting Holders to the Certificate Administrator of
all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote. The
Certificate Administrator shall promptly provide written notice to all Certificateholders of such request by posting such notice
on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail, and
conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction of Holders of at least
75% of the aggregate Certificate Balance of all Classes of Principal Balance Certificates (taking into account the application
of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts
are allocable), the Trustee shall immediately replace the Operating Advisor with the replacement Operating Advisor.


 


(k)       After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination
shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement; provided, further, that no such termination shall terminate the rights of the Operating
Advisor that accrued prior to such termination, including accrued and unpaid compensation and indemnification rights. The Trustee
may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any termination
of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible, be required
to give written notice of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate Administrator,
the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the Directing Certificateholder
(only for so long


 






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as no Consultation Termination Event has occurred and is continuing), the Risk Retention Consultation Party,
any Companion Holder and the Certificateholders.


 


(l)       The
holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the occurrence
of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator will be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


 


(m)       Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted
if no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request
for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)       The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written
notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Directing Certificateholder and the Risk Retention Consultation Party, if applicable, and (b) upon the appointment
of, and the acceptance of such appointment by, a successor Operating Advisor that is an Eligible Operating Advisor. No such resignation
by the Operating Advisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating
Advisor’s responsibilities and obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs
and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this
Section 3.26.


 


In addition, the Operating Advisor
may resign without cost or expense on or after any date on which the aggregate Stated Principal Balance of the Mortgage Loans and
any REO Mortgage Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth
in the Preliminary Statement. The Operating Advisor shall provide all of the parties hereto and the Directing Certificateholder
30 days prior written notice of any such resignation. If the Operating Advisor resigns under such circumstance, then no replacement
operating advisor shall be appointed. The resigning operating advisor shall be entitled to, and subject to, any rights and obligations
that accrued under the PSA prior to the date of any such resignation (including accrued and unpaid compensation) and any indemnification
rights arising out of events occurring prior to its resignation.


 


(o)       In
the event there are no Classes of Certificates outstanding other than the Control Eligible Corresponding Certificates, the Class
X-E Certificates, the Class X-F


 






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Certificates, the Class X-NR Certificates, the Class Z Certificates and the Class R Certificates,
then all of the rights and obligations of the Operating Advisor shall terminate without payment of any termination fee (other than
any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other
than indemnification rights arising out of events occurring prior to such termination). In connection with any termination pursuant
to this Section 3.26(o), no successor operating advisor shall be appointed. Upon receipt of written notice of such
acts by a Responsible Officer of the Trustee, the Trustee shall provide the Operating Advisor with prompt notice upon its termination
pursuant to this Section 3.26(o).


 


(p)       In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid
Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses
pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)       The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions
taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting
party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other
duty except with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates
or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within
the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)       Neither
the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however,
that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the
Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate
maintain policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this
Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel
from gaining access to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such
Affiliate’s information regarding its investment activities.


 


(s)       The
Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating
Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint
a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if the
Trustee is unable to find a successor operating advisor within 30 days of the termination of the Operating Advisor, the Depositor
shall be permitted to find a replacement.


 


(t)       The
Operating Advisor may delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such
agents or subcontractors are consistent with the provisions of this Section 3.26(t); provided that no agent or subcontractor
may (i) be affiliated with a Mortgagor, Sponsor, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of


 






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their respective Affiliates or (ii) have been paid any fees, compensation
or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the Trustee,
the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services with respect
to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated
and primarily liable for its obligations hereunder in accordance with the provisions of this Agreement without diminution of such
obligation or liability or related obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification
from any Person acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the Operating
Advisor alone were performing its obligations under this Agreement. The Operating Advisor shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Operating Advisor by such agent or subcontractor, and nothing
contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section 3.27          Companion
Paying Agent. (a)  With respect to each of the Serviced Companion Loans, the Master Servicer shall be the
Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement.


 


(b)       No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to
act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any
Person and which on their face do not contradict the requirements of this Agreement.


 


(c)       In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII
of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)       This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying
Agent, as regards to rights accrued prior to such resignation or removal.


 


Section 3.28          Companion
Register. The Companion Paying Agent shall maintain a register (the “Companion Register”) with respect
to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for, the
Companion Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder.
The initial Companion Holders, along with their respective name and address, are listed on Exhibit S hereto. In
the event a Companion Holder transfers a Companion Loan without notice to the Companion Paying Agent, the Companion Paying
Agent


 






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shall have no liability for any misdirected payment in such Companion Loan and shall have no obligation to recover and
redirect such payment.


 


The Companion Paying Agent shall promptly
provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder upon written request
and any such Person may, without further investigation, conclusively rely upon such information. The Companion Paying Agent shall
have no liability to any Person for the provision of any such name and address.


 


For the avoidance of doubt, any notices
or information required to be delivered pursuant to this Agreement by any party hereto to a Companion Holder with respect to a
Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under the Other Pooling
and Servicing Agreement.


 


Section 3.29          Certain
Matters Relating to the Non-Serviced Mortgage Loans. (a)  In the event that any of the applicable Non-Serviced
Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in
accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer shall acknowledge
its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the
applicable Non-Serviced Special Servicer, as the case may be.


 


(b)       If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer
is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee,
the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of
the same.


 


(c)       In
connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)       In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)
waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 






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(e)       With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Consultation
Termination Event, or the Special Servicer, following the occurrence and during the continuance of a Consultation Termination Event,
shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)       With
respect to each Non-Serviced Mortgage Loan and Serviced Whole Loan, this Agreement is subject to the related Intercreditor Agreement
and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)       With
respect to the Wolfchase Galleria Mortgage Loan, the Federal Way Crossings Mortgage Loan and the 681 Fifth Avenue Mortgage Loan,
the Certificate Administrator (or with respect to the Wolfchase Galleria Whole Loan and the 681 Fifth Avenue Whole Loan, the Trustee)
shall deliver to the related Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced
Master Servicer and Non-Serviced Operating Advisor (and with respect to the Wolfchase Galleria Mortgage Loan, the related Non-Serviced
Asset Representations Reviewer) (x) promptly following securitization of such Mortgage Loan, notice of the deposit of such Mortgage
Loan into the Trust (which notice shall also provide contact information for the related Trustee, Certificate Administrator, Master
Servicer, Special Servicer and the Directing Certificateholder, accompanied by a certified copy of this executed Agreement) and
(y) notice of any subsequent change in the identity of the Master Servicer or the Directing Certificateholder with respect to such
Mortgage Loan (together with the relevant contact information).


 


(h)       Any
matter affecting the servicing and administration of the 681 Fifth Avenue Mortgage Loan that requires delivery of a Rating Agency
Confirmation pursuant to the Non-Serviced PSA shall also require delivery of a Rating Agency Confirmation hereunder.


 


Section 3.30          [Reserved].


 


Section 3.31          [Reserved].


 


Section 3.32          [Reserved].


 


Section 3.33          Delivery
of Excluded Information to the Certificate Administrator.          Any Excluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the
Certificate Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator
via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance
of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.33 shall not
be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately
labeled and delivered to the Certificate Administrator pursuant to this Section 3.33 shall be posted on the Certificate
Administrator’s Website under the “Excluded Information” section, as provided under Section 3.13.
When so posted, the Excluded Controlling


 






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Class Holders shall be prohibited from the access of Excluded Information with respect
to any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is
later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related
Excluded Controlling Class Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations
to separately label and deliver any Excluded Information in accordance with this Section 3.33 until such party has received
written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1B to this Agreement.
Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded
Information is not available on the Certificate Administrator’s Website, such Directing Certificateholder or Controlling
Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted
to obtain such information in accordance with Section 3.13(a).


 


Nothing set forth in this Agreement
shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting or reviewing
any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such
Excluded Controlling Class Holder via the Certificate Administrator’s Website, such Directing Certificateholder or Controlling
Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted
to obtain such information in accordance with Section 4.02(f) of this Agreement.


 


[End of Article III]


 


Article IV



distributions TO CERTIFICATEHOLDERS


 


Section 4.01          Distributions.
(a) On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate
Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account
to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect
to each Class of Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from the
Upper-Tier REMIC Distribution Account to the Holders of the Class R Certificates and to the Regular Interest Distribution
Account in respect of the Holders of the Regular Interests in the amounts and in the order of priority set forth below:


 


(i)       First,
to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class X-E, Class
X-F and Class X-NR Regular Interests, in respect of interest, up to an amount equal to, and pro rata in accordance with,
the respective aggregate Interest Distribution Amount for those Regular Interests;


 






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(ii)       Second,
to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Regular Interests, in reduction of the Certificate
Balances thereof, in the following priority (prior to the Cross-Over Date):


 


(A)       first,
to the Class A-SB Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal to the lesser of the
Principal Distribution Amount for such Distribution Date and the amount necessary to reduce the Certificate Balance of such Regular
Interest to the Class A-SB Planned Principal Balance;


 


(B)       second,
to the Class A-1 Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-SB Regular Interest pursuant to (A) above in this
clause (a)(ii)) for such Distribution Date, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(C)       third,
to the Class A-2 Regular Interest, in reduction of Certificate Balance thereof, in an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1 and Class A-SB Regular Interests pursuant
to (A) and (B) above in this clause (a)(ii)) for such Distribution Date, until the aggregate Certificate Balance of such Regular
Interest is reduced to zero;


 


(D)       fourth,
to the Class A-3 Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2 and Class A-SB Regular Interests
pursuant to (A), (B) and (C) above in this clause (a)(ii)) for such Distribution Date, until the Certificate Balance of such
Regular Interest is reduced to zero;


 


(E)       fifth,
to the Class A-4 Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-SB and Class A-3
Regular Interests pursuant to (A), (B), (C) and (D) above in this clause (a)(ii)) for such Distribution Date, until the Certificate
Balance of such Regular Interest is reduced to zero;


 


(F)       sixth,
to the Class A-SB Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB
Regular Interests pursuant to (A), (B), (C), (D) and (E) above in this clause (a)(ii)) for such Distribution Date, until the
Certificate Balance of such Regular Interest is reduced to zero;


 


(iii)       Third,
to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Regular Interests, up to an amount equal to, and
pro rata based upon, the aggregate unreimbursed Realized Losses previously allocated to those Regular Interests, plus


 






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interest
on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from the date the related Realized Loss was
allocated to such Regular Interest;


 


(iv)       Fourth,
to the Class A-S Regular Interest in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount
of such Regular Interest;


 


(v)       Fifth,
to the Class A-S Regular Interest, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(vi)       Sixth,
to the Class A-S Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Regular Interest, plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from
the date the related Realized Loss was allocated to such Regular Interest;


 


(vii)       Seventh,
to the Class B Regular Interest in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount
of such Regular Interest;


 


(viii)     Eighth,
to the Class B Regular Interest, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount for such Distribution Date less the portion of Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Balance of such Regular Interest is reduced to zero;


 


(ix)       Ninth,
to the Class B Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Regular Interest, plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from
the date the related Realized Loss was allocated to such Regular Interest;


 


(x)       Tenth,
to the Class C Regular Interest in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount
of such Regular Interest;


 


(xi)       Eleventh,
to the Class C Regular Interest, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount for such Distribution Date less the portion of Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Balance of such Regular Interest is reduced to zero;


 


(xii)       Twelfth,
to the Class C Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Regular Interest, plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from
the date the related Realized Loss was allocated to such Regular Interest;


 


(xiii)      Thirteenth,
to the Class D Regular Interest in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount
of such Regular Interest;


 






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(xiv)      Fourteenth,
to the Class D Regular Interest, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount for such Distribution Date less the portion of Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Balance of such Regular Interest is reduced to zero;


 


(xv)       Fifteenth,
to the Class D Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Regular Interest, plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from
the date the related Realized Loss was allocated to such Regular Interest;


 


(xvi)      Sixteenth,
to the Class E Regular Interest in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount
of such Regular Interest;


 


(xvii)     Seventeenth,
to the Class E Regular Interest in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount for such Distribution Date less the portion of Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Balance of such Regular Interest is reduced to zero;


 


(xviii)    Eighteenth,
to the Class E Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Regular Interest, plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from
the date the related Realized Loss was allocated to such Regular Interest;


 


(xix)       Nineteenth,
to the Class F Regular Interest in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount
of such Regular Interest;


 


(xx)       Twentieth,
to the Class F Regular Interest in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount for such Distribution Date less the portion of Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Balance of such Regular Interest is reduced to zero;


 


(xxi)       Twenty-first,
to the Class F Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Regular Interest, plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from
the date the related Realized Loss was allocated to such Regular Interest;


 


(xxii)     Twenty-second,
to the Class NR Regular Interest in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount
of such Regular Interest;


 


(xxiii)    Twenty-third,
to the Class NR Regular Interest in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount for such Distribution Date less the portion of Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Balance of such Regular Interest is reduced to zero;


 






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(xxiv)    Twenty-fourth,
to the Class NR Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Regular Interest, plus interest on that amount at the Pass-Through Rate for such Regular Interest compounded monthly from
the date the related Realized Loss was allocated to such Regular Interest; and


 


(xxv)     Twenty-fifth,
to the Class R Certificates (in respect of the Class UR Interest), any amounts remaining in the Upper-Tier Distribution Account.


 


Notwithstanding the foregoing, on each
Distribution Date occurring on and after the Cross-Over Date, regardless of the allocation of principal payments described in priority
Second above, the Principal Distribution Amount for such Distribution Date will be distributed pursuant to Section 4.01(a)(ii)
to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Regular Interests, pro rata, based on their respective
Certificate Balances, in reduction of their respective Certificate Balances, until the Certificate Balance of each such Regular
Interest is reduced to zero.


 


If, in connection with any Distribution
Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the receipt of payments
as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments are subsequently
received by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the Master Servicer
shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable efforts
to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master Servicer, the Special
Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making of such distribution
to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)       Amounts
distributed on the Regular Interests pursuant to Section 4.01(a) shall be further distributed from the Regular Interest
Distribution Account to the Holders of the Certificates (other than the Class R Certificates) as set forth below:


 


(i)       On
each Distribution Date, simultaneously with the distributions made on the Class A-1 Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-1 Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-1 Certificates, the Class V1-A Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class A-1 Certificates in respect of interest, up to an amount equal to the Class A-1 Percentage
Interest of the amount distributed in respect of interest on the Class A-1 Regular Interest under Section 4.01(a)(i), (2) the
Class V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-1 Regular Interest under Section 4.01(a)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2


 






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Percentage Interest of the amount distributed in respect of interest
on the Class A-1 Regular Interest under Section 4.01(a)(i);


 


(B)       second,
concurrently, to (1) the Class A-1 Certificates in respect of principal, up to an amount equal to the Class A-1 Percentage
Interest of the amount distributed in respect of principal on the Class A-1 Regular Interest under Section 4.01(a)(ii),
(2) the Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the
amount distributed in respect of principal on the Class A-1 Regular Interest under Section 4.01(a)(ii), and (3) the
Class V2 Certificates in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed
in respect of principal on the Class A-1 Regular Interest under Section 4.01(a)(ii); and


 


(C)       third,
concurrently, to (1) the Class A-1 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
A-1 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-1 Regular Interest
under Section 4.01(a)(iii), (2) the Class V1-A Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-1
Regular Interest under Section 4.01(a)(iii), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class A-1 Regular Interest under Section 4.01(a)(iii).


 


(ii)       On
each Distribution Date, simultaneously with the distributions made on the Class A-2 Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-2 Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-2 Certificates, the Class V1-A Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class A-2 Certificates in respect of interest, up to an amount equal to the Class A-2 Percentage
Interest of the amount distributed in respect of interest on the Class A-2 Regular Interest under Section 4.01(a)(i), (2) the
Class V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-2 Regular Interest under Section 4.01(a)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class A-2 Regular Interest under Section 4.01(a)(i);


 


(B)       second,
concurrently, to (1) the Class A-2 Certificates in respect of principal, up to an amount equal to the Class A-2 Percentage
Interest of the amount distributed in respect of principal on the Class A-2 Regular Interest under Section 4.01(a)(ii),
(2) the Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the
amount distributed in


 






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respect of principal on the Class A-2 Regular Interest under Section 4.01(a)(ii), and (3) the
Class V2 Certificates in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed
in respect of principal on the Class A-2 Regular Interest under Section 4.01(a)(ii); and


 


(C)       third,
concurrently, to (1) the Class A-2 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
A-2 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-2 Regular Interest
under Section 4.01(a)(iii), (2) the Class V1-A Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-2
Regular Interest under Section 4.01(a)(iii), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class A-2 Regular Interest under Section 4.01(a)(iii).


 


(iii)       On
each Distribution Date, simultaneously with the distributions made on the Class A-SB Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-SB Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-SB Certificates, the Class V1-A Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class A-SB Certificates in respect of interest, up to an amount equal to the Class A-SB Percentage
Interest of the amount distributed in respect of interest on the Class A-SB Regular Interest under Section 4.01(a)(i), (2) the
Class V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-SB Regular Interest under Section 4.01(a)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class A-SB Regular Interest under Section 4.01(a)(i);


 


(B)       second,
concurrently, to (1) the Class A-SB Certificates in respect of principal, up to an amount equal to the Class A-SB Percentage
Interest of the amount distributed in respect of principal on the Class A-SB Regular Interest under Section 4.01(a)(ii),
(2) the Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the
amount distributed in respect of principal on the Class A-SB Regular Interest under Section 4.01(a)(ii), and (3) the
Class V2 Certificates in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed
in respect of principal on the Class A-SB Regular Interest under Section 4.01(a)(ii); and


 


(C)       third,
concurrently, to (1) the Class A-SB Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the
Class A-SB


 






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Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-SB Regular Interest
under Section 4.01(a)(iii), (2) the Class V1-A Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-SB
Regular Interest under Section 4.01(a)(iii), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class A-SB Regular Interest under Section 4.01(a)(iii).


 


(iv)       On
each Distribution Date, simultaneously with the distributions made on the Class A-3 Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-3 Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-3 Certificates, the Class V1-A Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class A-3 Certificates in respect of interest, up to an amount equal to the Class A-3 Percentage
Interest of the amount distributed in respect of interest on the Class A-3 Regular Interest under Section 4.01(a)(i), (2) the
Class V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-3 Regular Interest under Section 4.01(a)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class A-3 Regular Interest under Section 4.01(a)(i);


 


(B)       second,
concurrently, to (1) the Class A-3 Certificates in respect of principal, up to an amount equal to the Class A-3 Percentage
Interest of the amount distributed in respect of principal on the Class A-3 Regular Interest under Section 4.01(a)(ii),
(2) the Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the
amount distributed in respect of principal on the Class A-3 Regular Interest under Section 4.01(a)(ii), and (3) the
Class V2 Certificates in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed
in respect of principal on the Class A-3 Regular Interest under Section 4.01(a)(ii); and


 


(C)       third,
concurrently, to (1) the Class A-3 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
A-3 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-3 Regular Interest
under Section 4.01(a)(iii), (2) the Class V1-A Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-3
Regular Interest under Section 4.01(a)(iii), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount


 






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distributed in respect of unreimbursed Realized
Losses on the Class A-3 Regular Interest under Section 4.01(a)(iii).


 


(v)       On
each Distribution Date, simultaneously with the distributions made on the Class A-4 Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-4 Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-4 Certificates, the Class V1-A Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class A-4 Certificates in respect of interest, up to an amount equal to the Class A-4 Percentage
Interest of the amount distributed in respect of interest on the Class A-4 Regular Interest under Section 4.01(a)(i), (2) the
Class V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-4 Regular Interest under Section 4.01(a)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class A-4 Regular Interest under Section 4.01(a)(i);


 


(B)       second,
concurrently, to (1) the Class A-4 Certificates in respect of principal, up to an amount equal to the Class A-4 Percentage
Interest of the amount distributed in respect of principal on the Class A-4 Regular Interest under Section 4.01(a)(ii),
(2) the Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the
amount distributed in respect of principal on the Class A-4 Regular Interest under Section 4.01(a)(ii), and (3) the
Class V2 Certificates in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed
in respect of principal on the Class A-4 Regular Interest under Section 4.01(a)(ii); and


 


(C)       third,
concurrently, to (1) the Class A-4 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
A-4 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-4 Regular Interest
under Section 4.01(a)(iii), (2) the Class V1-A Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-4
Regular Interest under Section 4.01(a)(iii), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class A-4 Regular Interest under Section 4.01(a)(iii).


 


(vi)     On
each Distribution Date, simultaneously with the distributions made on the Class X-A Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class X-A Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class X-A Certificates, the Class V1-A Certificates and the Class V2 Certificates,
concurrently, to (1) the Class X-A


 






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Certificates in respect of interest, up to an amount equal to the Class X-A Percentage
Interest of the amount distributed in respect of interest on the Class X-A Regular Interest under Section 4.01(a)(i), (2) the
Class V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class X-A Regular Interest under Section 4.01(a)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class X-A Regular Interest under Section 4.01(a)(i).


 


(vii)    On
each Distribution Date, simultaneously with the distributions made on the Class X-B Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class X-B Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class X-B Certificates, the Class V1-B Certificates and the Class V2 Certificates,
concurrently, to (1) the Class X-B Certificates in respect of interest, up to an amount equal to the Class X-B Percentage
Interest of the amount distributed in respect of interest on the Class X-B Regular Interest under Section 4.01(a)(i), (2) the
Class V1-B Certificates in respect of interest, up to an amount equal to the Class V1-B Percentage Interest of the amount distributed
in respect of interest on the Class X-B Regular Interest under Section 4.01(a)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class X-B Regular Interest under Section 4.01(a)(i).


 


(viii)   On
each Distribution Date, simultaneously with the distributions made on the Class X-E Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class X-E Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class X-E Certificates, the Class V1-E Certificates and the Class V2 Certificates,
concurrently, to (1) the Class X-E Certificates in respect of interest, up to an amount equal to the Class X-E Percentage
Interest of the amount distributed in respect of interest on the Class X-E Regular Interest under Section 4.01(a)(i), (2) the
Class V1-E Certificates in respect of interest, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of interest on the Class X-E Regular Interest under Section 4.01(a)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class X-E Regular Interest under Section 4.01(a)(i).


 


(ix)       On
each Distribution Date, simultaneously with the distributions made on the Class X-F Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class X-F Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class X-F Certificates, the Class V1-E Certificates and the Class V2 Certificates,
concurrently, to (1) the Class X-F Certificates in respect of interest, up to an amount equal to the Class X-F Percentage
Interest of the amount distributed in respect of interest on the Class X-F Regular Interest under Section 4.01(a)(i), (2) the
Class V1-E Certificates in respect of interest, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of interest on the Class X-F Regular Interest under Section 4.01(a)(i), and (3) the


 






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Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class X-F Regular Interest under Section 4.01(a)(i).


 


(x)       On
each Distribution Date, simultaneously with the distributions made on the Class X-NR Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class X-NR Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class X-NR Certificates, the Class V1-E Certificates and the Class V2 Certificates,
concurrently, to (1) the Class X-NR Certificates in respect of interest, up to an amount equal to the Class X-NR Percentage
Interest of the amount distributed in respect of interest on the Class X-NR Regular Interest under Section 4.01(a)(i), (2) the
Class V1-E Certificates in respect of interest, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of interest on the Class X-NR Regular Interest under Section 4.01(a)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class X-NR Regular Interest under Section 4.01(a)(i).


 


(xi)       On
each Distribution Date, simultaneously with the distributions made on the Class A-S Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-S Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-S Certificates, the Class V1-A Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class A-S Certificates in respect of interest, up to an amount equal to the Class A-S Percentage
Interest of the amount distributed in respect of interest on the Class A-S Regular Interest under Section 4.01(a)(iv), (2) the
Class V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-S Regular Interest under Section 4.01(a)(iv), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class A-S Regular Interest under Section 4.01(a)(iv);


 


(B)       second,
concurrently, to (1) the Class A-S Certificates in respect of principal, up to an amount equal to the Class A-S Percentage
Interest of the amount distributed in respect of principal on the Class A-S Regular Interest under Section 4.01(a)(v), (2) the
Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of principal on the Class A-S Regular Interest under Section 4.01(a)(v), and (3) the Class V2 Certificates
in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal
on the Class A-S Regular Interest under Section 4.01(a)(v); and


 


(C)       third,
concurrently, to (1) the Class A-S Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
A-S


 






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Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-S Regular Interest
under Section 4.01(a)(vi), (2) the Class V1-A Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-S
Regular Interest under Section 4.01(a)(vi), and (3) the Class V2 Certificates in respect of unreimbursed Realized Losses,
up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses
on the Class A-S Regular Interest under Section 4.01(a)(vi).


 


(xii)     On
each Distribution Date, simultaneously with the distributions made on the Class B Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class B Regular Interest on such Distribution Date shall be further distributed by the
Certificate Administrator to the Holders of the Class B Certificates, the Class V1-B Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class B Certificates in respect of interest, up to an amount equal to the Class B Percentage Interest
of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.01(a)(vii), (2) the
Class V1-B Certificates in respect of interest, up to an amount equal to the Class V1-B Percentage Interest of the amount distributed
in respect of interest on the Class B Regular Interest under Section 4.01(a)(vii), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class B Regular Interest under Section 4.01(a)(vii);


 


(B)       second,
concurrently, to (1) the Class B Certificates in respect of principal, up to an amount equal to the Class B Percentage Interest
of the amount distributed in respect of principal on the Class B Regular Interest under Section 4.01(a)(viii), (2) the
Class V1-B Certificates in respect of principal, up to an amount equal to the Class V1-B Percentage Interest of the amount distributed
in respect of principal on the Class B Regular Interest under Section 4.01(a)(viii), and (3) the Class V2 Certificates
in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal
on the Class B Regular Interest under Section 4.01(a)(viii); and


 


(C)       third,
concurrently, to (1) the Class B Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
B Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class B Regular Interest under
Section 4.01(a)(ix), (2) the Class V1-B Certificates in respect of unreimbursed Realized Losses, up to an amount equal
to the Class V1-B Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class B Regular
Interest under Section 4.01(a)(ix), and (3) the Class V2 Certificates in respect of unreimbursed Realized Losses,
up to an amount equal to the Class V2 Percentage Interest of the


 






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amount distributed in respect of unreimbursed Realized Losses
on the Class B Regular Interest under Section 4.01(a)(ix).


 


(xiii)    On
each Distribution Date, simultaneously with the distributions made on the Class C Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class C Regular Interest on such Distribution Date shall be further distributed by the
Certificate Administrator to the Holders of the Class C Certificates, the Class V1-C Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class C Certificates in respect of interest, up to an amount equal to the Class C Percentage Interest
of the amount distributed in respect of interest on the Class C Regular Interest under Section 4.01(a)(x), (2) the
Class V1-C Certificates in respect of interest, up to an amount equal to the Class V1-C Percentage Interest of the amount distributed
in respect of interest on the Class C Regular Interest under Section 4.01(a)(x), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class C Regular Interest under Section 4.01(a)(x);


 


(B)       second,
concurrently, to (1) the Class C Certificates in respect of principal, up to an amount equal to the Class C Percentage Interest
of the amount distributed in respect of principal on the Class C Regular Interest under Section 4.01(a)(xi), (2) the
Class V1-C Certificates in respect of principal, up to an amount equal to the Class V1-C Percentage Interest of the amount distributed
in respect of principal on the Class C Regular Interest under Section 4.01(a)(xi), and (3) the Class V2 Certificates
in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal
on the Class C Regular Interest under Section 4.01(a)(xi); and


 


(C)       third,
concurrently, to (1) the Class C Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
C Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C Regular Interest under
Section 4.01(a)(xii), (2) the Class V1-C Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-C Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C
Regular Interest under Section 4.01(a)(xii), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class C Regular Interest under Section 4.01(a)(xii).


 


(xiv)    On
each Distribution Date, simultaneously with the distributions made on the Class D Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class D Regular Interest on such Distribution Date shall be further distributed by the
Certificate Administrator to the Holders of the Class D Certificates, the Class V1-D


 






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Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class D Certificates in respect of interest, up to an amount equal to the Class D Percentage Interest
of the amount distributed in respect of interest on the Class D Regular Interest under Section 4.01(a)(xiii), (2) the
Class V1-D Certificates in respect of interest, up to an amount equal to the Class V1-D Percentage Interest of the amount distributed
in respect of interest on the Class D Regular Interest under Section 4.01(a)(xiii), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class D Regular Interest under Section 4.01(a)(xiii);


 


(B)       second,
concurrently, to (1) the Class D Certificates in respect of principal, up to an amount equal to the Class D Percentage Interest
of the amount distributed in respect of principal on the Class D Regular Interest under Section 4.01(a)(xiv), (2) the
Class V1-D Certificates in respect of principal, up to an amount equal to the Class V1-D Percentage Interest of the amount distributed
in respect of principal on the Class D Regular Interest under Section 4.01(a)(xiv), and (3) the Class V2 Certificates
in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal
on the Class D Regular Interest under Section 4.01(a)(xiv); and


 


(C)       third,
concurrently, to (1) the Class D Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
D Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class D Regular Interest under
Section 4.01(a)(xv), (2) the Class V1-D Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-D Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class D
Regular Interest under Section 4.01(a)(xv), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class D Regular Interest under Section 4.01(a)(xv).


 


(xv)     On
each Distribution Date, simultaneously with the distributions made on the Class E Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class E Regular Interest on such Distribution Date shall be further distributed by the
Certificate Administrator to the Holders of the Class E Certificates, the Class V1-E Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class E Certificates in respect of interest, up to an amount equal to the Class E Percentage Interest
of the amount distributed in respect of interest on the Class E Regular Interest under Section 4.01(a)(xvi), (2) the
Class V1-E Certificates in respect of interest, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in


 






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respect of interest on the Class E Regular Interest under Section 4.01(a)(xvi), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class E Regular Interest under Section 4.01(a)(xvi);


 


(B)       second,
concurrently, to (1) the Class E Certificates in respect of principal, up to an amount equal to the Class E Percentage Interest
of the amount distributed in respect of principal on the Class E Regular Interest under Section 4.01(a)(xvii), (2) the
Class V1-E Certificates in respect of principal, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of principal on the Class E Regular Interest under Section 4.01(a)(xvii), and (3) the Class V2 Certificates
in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal
on the Class E Regular Interest under Section 4.01(a)(xvii); and


 


(C)       third,
concurrently, to (1) the Class E Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
E Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class E Regular Interest under
Section 4.01(a)(xviii), (2) the Class V1-E Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-E Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class E
Regular Interest under Section 4.01(a)(xviii), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class E Regular Interest under Section 4.01(a)(xviii).


 


(xvi)    On
each Distribution Date, simultaneously with the distributions made on the Class F Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class F Regular Interest on such Distribution Date shall be further distributed by the
Certificate Administrator to the Holders of the Class F Certificates, the Class V1-E Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class F Certificates in respect of interest, up to an amount equal to the Class F Percentage Interest
of the amount distributed in respect of interest on the Class F Regular Interest under Section 4.01(a)(xix), (2) the
Class V1-E Certificates in respect of interest, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of interest on the Class F Regular Interest under Section 4.01(a)(xix), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class F Regular Interest under Section 4.01(a)(xix);


 


(B)       second,
concurrently, to (1) the Class F Certificates in respect of principal, up to an amount equal to the Class F Percentage Interest
of the amount distributed in respect of principal on the Class F Regular Interest under


 






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Section 4.01(a)(xx), (2) the
Class V1-E Certificates in respect of principal, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of principal on the Class F Regular Interest under Section 4.01(a)(xx), and (3) the Class V2 Certificates
in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal
on the Class F Regular Interest under Section 4.01(a)(xx); and


 


(C)       third,
concurrently, to (1) the Class F Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
F Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class F Regular Interest under
Section 4.01(a)(xxi), (2) the Class V1-E Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-E Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class F
Regular Interest under Section 4.01(a)(xxi), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class F Regular Interest under Section 4.01(a)(xxi).


 


(xvii)       On
each Distribution Date, simultaneously with the distributions made on the Class NR Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class NR Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class NR Certificates, the Class V1-E Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class NR Certificates in respect of interest, up to an amount equal to the Class NR Percentage Interest
of the amount distributed in respect of interest on the Class NR Regular Interest under Section 4.01(a)(xxii), (2) the
Class V1-E Certificates in respect of interest, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of interest on the Class NR Regular Interest under Section 4.01(a)(xxii), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class NR Regular Interest under Section 4.01(a)(xxii);


 


(B)       second,
concurrently, to (1) the Class NR Certificates in respect of principal, up to an amount equal to the Class NR Percentage Interest
of the amount distributed in respect of principal on the Class NR Regular Interest under Section 4.01(a)(xxiii), (2) the
Class V1-E Certificates in respect of principal, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of principal on the Class NR Regular Interest under Section 4.01(a)(xxiii), and (3) the Class V2 Certificates
in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal
on the Class NR Regular Interest under Section 4.01(a)(xxiii); and


 






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(C)       third,
concurrently, to (1) the Class NR Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
NR Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class NR Regular Interest under
Section 4.01(a)(xxiv), (2) the Class V1-E Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-E Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class NR
Regular Interest under Section 4.01(a)(xxiv), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class NR Regular Interest under Section 4.01(a)(xxiv).


 


(c)       On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable to
the Holders of the respective Corresponding Regular Interest as provided in Sections 4.01(a), 4.01(c), 4.01(d),
4.01(f) and 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests
is equal to the Certificate Balance of the Corresponding Regular Interest. On each Distribution Date, each Lower-Tier Regular Interest
shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect
of its Corresponding Regular Interest plus a pro rata portion of the Interest Distribution Amount in respect of (i) in
the case of the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-SB and Class LA-S Uncertificated
Interests, the Class X-A Regular Interest, (ii) in the case of the Class LB Uncertificated Interest, the Class X-B Regular
Interest, (iii) in the case of the Class LE Uncertificated Interest, the Class X-E Regular Interest, (iv) in the case of the Class
LF Uncertificated Interest, the Class X-F Regular Interest and (v) in the case of the Class LNR Uncertificated Interest, the Class
X-NR Regular Interest, in each case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage
Rate over the Pass-Through Rate of the Corresponding Regular Interest and a notional amount equal to its related Lower-Tier Principal
Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(a) or Section 4.01(c),
as applicable. Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier
Distribution Amount”, and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount
to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal balance
of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Corresponding Regular Interest with respect thereto,
as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c). The initial
principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass
through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary Statement
hereto.


 


Any amount that remains in the Lower-Tier
REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount, and distribution
of Yield Maintenance Charges pursuant to Section 4.01(e)(ii) shall be distributed to the Holders of the Class R Certificates
in respect of the Class LR Interest (but only to the extent of the


 






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Available Funds for such Distribution Date remaining in
the Lower-Tier REMIC Distribution Account, if any).


 


(d)       While
the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further
distributions in respect of interest or principal other than reimbursement of Realized Losses and other amounts provided for in
this Section 4.01 and the last sentence of Section 4.04(a).


 


(e)       Funds
on deposit in the Distribution Account on each Distribution Date that represent Yield Maintenance Charges received by the Trust
with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case net of any Liquidation Fees payable
therefrom, shall be distributable as follows: if any Yield Maintenance Charge is collected during any particular Collection Period
with respect to any Mortgage Loan, then on the Distribution Date corresponding to that Collection Period, the Certificate Administrator
shall pay that Yield Maintenance Charge in the following manner: (a) pro rata, between (i) the group (the “YM
Group A”) of Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A and Class A-S
Certificates, and (ii) the group (the “YM Group B” and collectively with the YM Group A, the
“YM Groups”) of Class X-B, Class 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) on a pro rata
basis in accordance with their respective entitlements in those Yield Maintenance Charges, to each Class of Principal Balance Certificates
in such YM Group in an amount equal to the product of (x) a fraction whose numerator is the amount of principal distributed
to such Class of 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 in such
YM Group, in the case of amounts distributable to YM Group A, to the Class X-A Certificates and in the case of amounts distributable
to YM Group B, to the Class X-B Certificates.


 


For purposes of the first paragraph
of this Section 4.01(e), the relevant “Base Interest Fraction” in connection with any Principal
Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge, and with respect to any principal
prepayment on any Mortgage Loan and with respect to any Class of Class A-1, Class A-2, Class A-3, Class A-4,
Class A-SB, Class A-S, Class B, Class C and Class D Certificates is a fraction (a) whose numerator is
the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate of such Class of Certificates and (ii) the discount
rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such
principal prepayment and (b) whose denominator is the greater of zero and the difference between (i) the Mortgage Rate
on such Mortgage Loan (or with respect to any Mortgage Loan that is part of a Serviced Whole Loan, the Mortgage Rate of such Serviced
Whole Loan) and (ii) the discount rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance
Charge with respect to such principal 


 






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prepayment; provided, however, that under no circumstances shall the Base Interest
Fraction be greater than 1.0 or less than zero. If such discount rate is greater than or equal to the lesser of (x) the Mortgage
Rate on the related Mortgage Loan or Serviced Whole Loan, as applicable, and (y) the Pass-Through Rate described in the preceding
sentence, then the Base Interest Fraction shall equal zero; provided that if such discount rate is greater than or equal
to the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, as applicable, but less than the Pass-Through Rate described
in the preceding sentence, then the Base Interest Fraction shall equal 1.0. If a Mortgage Loan provides for a step-up in the Mortgage
Rate, then the Mortgage Rate used in the determination of the Base Interest Fraction shall be the Mortgage Rate in effect at the
time of the prepayment.


 


For purposes of the preceding paragraph,
the relevant “Discount Rate” in connection with any Yield Maintenance Charge collected on any prepaid Mortgage
Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum equal to (i) if a discount rate was used
in the calculation of the applicable Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan,
as the case may be, such discount rate (as reported by the Master Servicer), converted (if necessary) to a monthly equivalent yield,
or (ii) if a discount rate was not used in the calculation of the applicable Yield Maintenance Charge pursuant to the terms of
the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated by the linear interpolation of the yields (as
reported under the heading “U.S. Government Securities/Treasury Constant Maturities” in Federal Reserve Statistical
Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before the date of the relevant prepayment
(or deemed prepayment) of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating
the related Stated Maturity Date (in the case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the related
Anticipated Repayment Date (in the case of a Mortgage Loan or REO Loan that is related to an ARD Loan)), such interpolated yield
converted to a monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate
Administrator shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities,
and the Certificate Administrator shall incur no liability with respect thereto.


 


(i)       No
Yield Maintenance Charge shall be distributed to the Holders of the Class X-E Certificates, Class X-F Certificates, Class X-NR
Certificates, Class E Certificates, Class F Certificates, Class NR Certificates, Class R Certificates or Class Z Certificates.
After the Certificate Balances and Notional Amounts of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-SB Certificates, Class X-A Certificates, Class X-B Certificates, Class A-S Certificates, Class
B Certificates, Class C Certificates and Class D Certificates have been reduced to zero, Yield Maintenance Charges with respect
to the Mortgage Loans shall be distributed to the Holder of the Class X-B Certificates.


 


(ii)       All
distributions of Yield Maintenance Charges made in respect of the respective Classes of Regular Certificates on each Distribution
Date pursuant to Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC
in respect of the Lower-Tier Regular Interests, pro rata based upon


 






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the amount of principal distributed in respect of each
such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


On each Distribution Date, any Yield
Maintenance Charges or Prepayment Premiums distributed in respect of:


 


(i)        the
Class A-1 Regular Interest shall be further allocated between and distributed on the Class A-1 Certificates, the Class V1-A Certificates
and the Class V2 Certificates, pro rata in proportion to the Class A-1 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(ii)       the
Class A-2 Regular Interest shall be further allocated between and distributed on the Class A-2 Certificates, Class V1-A Certificates
and the Class V2 Certificates, pro rata in proportion to the Class A-2 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(iii)      the
Class A-SB Regular Interest shall be further allocated between and distributed on the Class A-SB Certificates, Class V1-A Certificates
and the Class V2 Certificates, pro rata in proportion to the Class A-SB Percentage Interest, the Class V1-A Percentage
Interest and the Class V2 Percentage Interest, respectively;


 


(iv)      the
Class A-3 Regular Interest shall be further allocated between and distributed on the Class A-3 Certificates, Class V1-A Certificates
and the Class V2 Certificates, pro rata in proportion to the Class A-3 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(v)       the
Class A-4 Regular Interest shall be further allocated between and distributed on the Class A-4 Certificates, Class V1-A Certificates
and the Class V2 Certificates, pro rata in proportion to the Class A-4 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(vi)     the
Class X-A Regular Interest shall be further allocated between and distributed on the Class X-A Certificates, Class V1-A Certificates
and the Class V2 Certificates, pro rata in proportion to the Class X-A Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(vii)    the
Class A-S Regular Interest shall be further allocated between and distributed on the Class A-S Certificates, Class V1-A Certificates
and the Class V2 Certificates, pro rata in proportion to the Class A-S Percentage Interest, the Class V1-A Percentage
Interest and the Class V2 Percentage Interest, respectively;


 


(viii)   the
Class X-B Regular Interest shall be further allocated between and distributed on the Class X-B Certificates, the Class V1-B
Certificates and the Class V2 Certificates, pro rata in proportion to the Class X-B Percentage Interest, the Class
V1-B Percentage Interest and the Class V2 Percentage Interest, respectively;


 


(ix)       the
Class B Regular Interest shall be further allocated between and distributed on the Class B Certificates, the Class V1-B Certificates
and the Class V2


 






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Certificates, pro rata in proportion to the Class B Percentage Interest, the Class V1-B Percentage
Interest and the Class V2 Percentage Interest, respectively;


 


(x)       the
Class C Regular Interest shall be further allocated between and distributed on the Class C Certificates, the Class V1-C Certificates
and the Class V2 Certificates, pro rata in proportion to the Class C Percentage Interest, the Class V1-C Percentage
Interest and the Class V2 Percentage Interest, respectively;


 


(xi)      the
Class D Regular Interest shall be further allocated between and distributed on the Class D Certificates, the Class V1-D Certificates
and the Class V2 Certificates, pro rata in proportion to the Class D Percentage Interest, the Class V1-D Percentage
Interest and the Class V2 Percentage Interest, respectively;


 


(xii)     the
Class X-E Regular Interest shall be further allocated between and distributed on the Class X-E Certificates, the Class V1-E Certificates
and the Class V2 Certificates, pro rata in proportion to the Class X-E Percentage Interest, the Class V1-E Percentage
Interest and the Class V2 Percentage Interest, respectively;


 


(xiii)    the
Class X-F Regular Interest shall be further allocated between and distributed on the Class X-F Certificates, the Class V1-E Certificates
and the Class V2 Certificates, pro rata in proportion to the Class X-F Percentage Interest, the Class V1-E Percentage
Interest and the Class V2 Percentage Interest, respectively; and


 


(xiv)    the
Class X-NR Regular Interest shall be further allocated between and distributed on the Class X-NR Certificates, the Class V1-E Certificates
and the Class V2 Certificates, pro rata in proportion to the Class X-NR Percentage Interest, the Class V1-E Percentage
Interest and the Class V2 Percentage Interest, respectively.


 


(f)       On
each Distribution Date, the Certificate Administrator shall determine if there will be any shortfalls in interest or principal
to any Class of Regular Certificates that would occur on such Distribution Date without the inclusion of the Gain-on-Sale Remittance
Amount in the definition of “Available Funds” and shall remit all amounts on deposit in the Gain-on-Sale Reserve Account
to the Collection Account to be included as part of the Available Funds. Upon termination of the Trust, any amounts remaining in
the Gain-on-Sale Reserve Account shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect
of the Class LR Interest.


 


(g)       All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with
written wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may
be in the form of a standing order applicable


 






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to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each distribution with respect to a
Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting
the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect
participating brokerage firm (a ”brokerage firm” or “indirect participating firm”) for which it acts
as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the
Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special Servicer or
the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law.


 


(h)       Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with
respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator
shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant
to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)       the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such Distribution
Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or such other location
therein specified; and


 


(ii)       no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed to any Holder or Holders of
Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates
shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall not
have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in
order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates
shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem
appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of
contacting such


 






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Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 4.01(h).


 


(i)       Distributions
in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts and manner specified
in Section 4.01(a), Section 4.01(b) or Section 4.01(d), as applicable, to the Holders of the respective
Class otherwise entitled to distributions of interest and principal on such Class on the relevant Distribution Date; provided
that all distributions in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been
retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made
by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution
to a prior Holder shall be made in accordance with Section 13.05 at such last address. The amount of the distribution
to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby.
If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested
in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in
the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)       On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans shall
be distributed to the Holders of the Class V1-E, Class V2 and Class Z Certificates from the Excess Interest Distribution Account.
Excess Interest will not be available to pay any other amounts except for distributions on Class V1-E, Class V2 and Class Z Certificates
as set forth in the prior sentence.


 


(k)       On
the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)        to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required to be
deposited therein;


 


(ii)       to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)      to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 






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(iv)      to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from the Companion
Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder by wire transfer
in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder or an agent therefor
appearing on the Companion Register on the related Record Date (or, if no such account so appears or information relating thereto
is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail to the address
of such Companion Holder or its agent appearing on the Companion Register). Any such account shall be located at a commercial bank
in the United States.


 


On the final Master Servicer Remittance
Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred
from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Master Servicer Remittance Date.


 


(l)       All
payments made on the Vinings Village Loan REMIC Regular Interest (other than Default Interest and amounts distributable to the
Vinings Village Loan REMIC Residual Interest in accordance with the related REMIC Declaration) shall be deemed to be paid at the
time payments are made under the related Mortgage Loan (in the case of interest, at the Mortgage Loan Rate of such Mortgage Loan)
and then deposited in the Lower-Tier REMIC before payments are made to the Trustee as Holder of the Lower-Tier Regular Interests,
and shall be treated as principal, interest and Yield Maintenance Charges, as the case may be, based on these characterizations
with respect to such Mortgage Loan (or related REO Property), except where expressly noted and, in addition, any payment of principal
on or reduction in the Stated Principal Balance of such Mortgage Loan shall reduce the principal balance of the Vinings Village
Loan REMIC Regular Interest. Any portion of the Available Funds attributable to such Mortgage Loan on deposit in the Collection
Account after giving effect to withdrawals of funds pursuant to Section 3.05(a) shall be distributable to the Class R Certificates
(other than Gain-on-Sale Proceeds to be deposited into the Gain-on-Sale Reserve Account) from the Class R Specific Distribution
Account in respect of amounts distributed on the Vinings Village Loan REMIC Residual Interest. Servicing Fees, Certificate Administrator/Trustee
Fees and Operating Advisor Fees, if any, with respect to such Mortgage Loan shall be deemed paid by the Lower-Tier REMIC in determining
the Net Mortgage Rate of the related Mortgage Loan, and all other servicing compensation or unanticipated expenses with respect
to such Mortgage Loan payable to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating
Advisor, if any, shall be deemed payable by the Vinings Village Loan REMIC.


 


(m)       All
payments made on the Jameel Road and Kirkwood Center Loan REMIC Regular Interest (other than Default Interest and amounts distributable
to the Jameel Road and Kirkwood Center Loan REMIC Residual Interest in accordance with the related REMIC Declaration) shall be
deemed to be paid at the time payments are made under the related Mortgage Loan (in the case of interest, at the Mortgage Loan
Rate of such Mortgage Loan) and then deposited in the Lower-Tier REMIC before payments are made to the Trustee as Holder of the
Lower-Tier Regular Interests, and shall be treated as principal, interest and Yield


 






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Maintenance Charges, as the case may be, based
on these characterizations with respect to such Mortgage Loan (or related REO Property), except where expressly noted and, in addition,
any payment of principal on or reduction in the Stated Principal Balance of such Mortgage Loan shall reduce the principal balance
of the Jameel Road and Kirkwood Center Loan REMIC Regular Interest. Any portion of the Available Funds attributable to such Mortgage
Loan on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.05(a) shall
be distributable to the Class R Certificates (other than Gain-on-Sale Proceeds to be deposited into the Gain-on-Sale Reserve Account)
from the Class R Specific Distribution Account in respect of amounts distributed on the Jameel Road and Kirkwood Center Loan REMIC
Residual Interest. Servicing Fees, Certificate Administrator/Trustee Fees and Operating Advisor Fees, if any, with respect to such
Mortgage Loan shall be deemed paid by the Lower-Tier REMIC in determining the Net Mortgage Rate of the related Mortgage Loan, and
all other servicing compensation or unanticipated expenses with respect to such Mortgage Loan payable to the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor, if any, shall be deemed payable by the Jameel
Road and Kirkwood Center Loan REMIC.


 


Section 4.02          Distribution
Date Statement; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a)  On each
Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the
Certificate Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G
hereto and based in part upon information supplied to the Certificate Administrator in the related CREFC®
Investor Reporting Package in accordance with CREFC® guidelines) as to the distributions made on such
Distribution Date (each, a “Distribution Date Statement”) which shall include:


 


(i)        the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)       the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iii)      the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the Special Servicer, compensation paid to the Operating Advisor and CREFC® Intellectual Property Royalty
License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination Date together
with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;


 


(iv)      the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)       the
aggregate amount of unscheduled payments received;


 






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(vi)     the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate
of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


 


(vii)    the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 119 days (and for each thirty (30) day period thereafter until liquidation), (D) current but specially serviced
or in foreclosure but not an REO Property and (E) for which the related Mortgagor is subject to oversight by a bankruptcy
court;


 


(viii)   the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)      the
Available Funds for such Distribution Date;


 


(x)       the
Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall in respect of such Class of Certificates for such
Distribution Date, separately identifying any Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall for
such Distribution Date allocated to such Class of Certificates;


 


(xi)      the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield Maintenance
Charges and (B) in the case of the Class V1-E, Class V2 and Class Z Certificates, any Excess Interest;


 


(xii)     the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)    the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)    the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such
Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal
Balance Certificates to date;


 


(xv)     the
Certificate Factor for each Class of Certificates (other than the Class Z and Class R Certificates) immediately following such
Distribution Date;


 


(xvi)    the
amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable
to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis;


 






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(xvii)   the
current Controlling Class;


 


(xviii)  the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)     a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)      a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)     all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)    in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(c) and 4.01(f);


 


(xxiii)   the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Losses;


 


(xxiv)  the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date,
with respect to the pool of Mortgage Loans;


 


(xxv)   with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with
such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)  with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan
number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with
the determination;


 






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(xxvii)   the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)  the
aggregate amount of interest on Servicing Advances (including with respect to any Serviced Whole Loan, the Trust’s interest
therein) paid to the Master Servicer, the Special Servicer and the Trustee since the previous Determination Date (or in the case
of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxix)     the
then-current credit support levels for each Class of Certificates;


 


(xxx)      the
aggregate amount of Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)     a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)    a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)   an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates with respect
to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master Servicer;


 


(xxxiv)   the
amount of any Excess Interest actually received; and


 


(xxxv)   a
statement that there is available on the Certificate Administrator’s Website information regarding ongoing compliance by
NREC with its covenants pursuant to Section 3(i) and 3(ii) of the EU Risk Retention Agreement.


 


In the case of information furnished
pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv) and (xxxiv)
above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per
Definitive Certificate.


 


The Certificate Administrator has not
obtained and shall not be deemed to have obtained actual knowledge of any information by virtue of its receipt from another party
for the purposes of posting of such information to the Certificate Administrator’s Website.


 


Within a reasonable period of time
after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the calendar
year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (ii)
above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was a Certificateholder,
together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder
or Certificate


 






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Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such
obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are
in force.


 


Upon receipt of a summary of any Asset
Review Report from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b) the Certificate
Administrator shall include such summary in Item 1B on the Form 10-D for such period in which the Asset Review Report was delivered.


 


The Certificate Administrator and the
Trustee are hereby directed to enter into the EU Risk Retention Agreement, which agreement provides the risk retention requirements
for the Retaining Parties. The Certificate Administrator shall establish a page on its website on which there will be included
in respect of NREC (solely in its capacity as the Retaining Party) a statement provided by the Retaining Party which shall specify
the following: (x) the original Principal Balance of the RRI Interest of which such party is the registered holder and whether
such amount matches that amount which such party has committed to retain under the EU Risk Retention Agreement; and (y)(i) unless
NREC has provided notice to the contrary in respect of such party, a statement (without verification) that the RRI Interest of
NREC (solely in its capacity as the Retaining Party) is complying with the covenant pursuant to Section 3(ii) of the EU Risk Retention
Agreement and (ii) in the case that the Certificate Administrator receives a notification that any such party has failed to comply
with the covenant pursuant to Section 3(ii) of the EU Risk Retention Agreement, a statement of such non-compliance and all details
in relation to the same contained in such notification. In each case, the Retaining Party shall provide all such statements, if
any, by email with the subject reference “Risk Retention Statement” and in a document suitable for posting.


 


(b)       [Reserved].


 


(c)       Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment
advisor) to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements
to keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph,
the availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any
specific delivery requirements in this Agreement except as set forth herein. In connection with providing access to the Master
Servicer’s or Special Servicer’s Internet website, the Master Servicer or the Special Servicer, as applicable, shall
take reasonable measures to ensure that only such parties listed above may access such information including, without limitation,
requiring registration, a confidentiality agreement and acceptance


 






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of a disclaimer. The Master Servicer or the Special Servicer,
as applicable, shall not be liable for dissemination of this information in accordance with this Agreement, and neither the Master
Servicer nor the Special Servicer shall be responsible for any information delivered, produced, or made available pursuant to Sections 3.13
and 4.02(c), other than information produced by the Master Servicer or Special Servicer, as applicable; provided
that such information otherwise meets the requirements set forth herein with respect to the form and substance of such information
or reports. The Master Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable
disclaimer with respect to information provided, or any assumptions required to be made by such report.


 


The Special Servicer shall from time
to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with such information
in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master Servicer to prepare
each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator. Neither the
Certificate Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate the information provided
thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received from
the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating
and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution Date Statement
required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section 4.04.


 


Notwithstanding the foregoing, the
failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in
the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any
provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)       Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator
as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities
Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under
Rule 144A or any other securities laws of any available information so furnished to any person including any prospective purchaser
of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or
delivered to them by another.


 






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(e)           The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)            Upon the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either
case, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information
is in the Master Servicer’s or the Special Servicer’s possession, as applicable, the Master Servicer or the Special
Servicer, shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class
Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website
but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder on account of it constituting
Excluded Information, as applicable, through the Certificate Administrator’s Website because the Directing Certificateholder
or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling Class Holder with respect to another Excluded
Controlling Class Loan) relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder or
such Controlling Class Certificateholder, as applicable, is not a Borrower Party; provided that, in connection therewith,
the Master Servicer or the Special Servicer may require a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or Special Servicer, generally to the effect that such Person
is the Directing Certificateholder or a Controlling Class Certificateholder, will keep such Excluded Information confidential and
is not a Borrower Party, upon which the Master Servicer or the Special Servicer may conclusively rely. In addition, the Master
Servicer and the Special Servicer shall be entitled to conclusively rely on delivery from the Directing Certificateholder or a
Controlling Class Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P-1D
that such Directing Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect
to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f)
shall include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03       
P&I Advances. (a)  On or before 4:00 p.m., New York City time, on each P&I Advance Date, the
Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC
Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans to
be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account, for future distribution
to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances or (iii) make P&I Advances
in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made. Any amounts held in
the Collection Account for future distribution and so used to make P&I Advances with respect to the Mortgage Loans shall be
appropriately reflected in the Master


 






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Servicer’s
records and replaced by the Master Servicer by deposit in the Collection Account on or before the next succeeding P&I Advance
Date (to the extent not previously replaced through the deposit of Late Collections of the delinquent principal and/or interest
in respect of which P&I Advances were made). The Master Servicer shall notify the Certificate Administrator of (i) the
aggregate amount of P&I Advances with respect to the Mortgage Loans and any REO Mortgage Loans for a Distribution Date
and (ii) the amount of any Nonrecoverable P&I Advances with respect to the Mortgage Loans and any REO Mortgage Loans
for such Distribution Date. If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time,
on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon, New York
City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure (and provided written notice
of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution Date.
In the event that the Master Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator shall
notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related P&I Advance Date. Notwithstanding
the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee
for the related Mortgage Loans and any REO Mortgage Loans shall not be remitted to the Certificate Administrator for deposit into
the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC®
on such Distribution Date.


 


(b)           Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made
by the Master Servicer with respect to any Distribution Date and all Mortgage Loans and REO Mortgage Loans, shall be equal to:
(i) the Periodic Payments (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing
at the related Non-Serviced Primary Servicing Fee Rate) other than Balloon Payments, that were due on the Mortgage Loans (including
any Non-Serviced Mortgage Loan) and any REO Loan (other than any portion of an REO Loan related to a Companion Loan) during the
related Collection Period and delinquent as of the close of business on the Business Day preceding the related P&I Advance
Date (or not advanced by any Sub-Servicer on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan
delinquent in respect of its Balloon Payment as of the close of business on the Business Day preceding the related P&I Advance
Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the related Balloon
Payment would have been past due), an amount equal to the Assumed Scheduled Payment (net of any collections of previously unadvanced
principal and interest (adjusted to the related Net Mortgage Rate) received with respect to such Mortgage Loan or REO Loan, as
applicable, during the related Collection Period) therefor. Subject to subsection (c) below, the obligation of the
Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced
Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan), shall continue until the Distribution
Date on which the proceeds, if any, received in connection with a Liquidation Event or the disposition of the REO Property, as
the case may be, with respect thereto are to be distributed. No P&I Advances shall be made with respect to any Companion Loan.


 


(c)           Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I
Advance would, if made, constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master
Servicer will be


 






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required
to make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special
Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that any
proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan
independently of any determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer, as the case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion
Loan. If the Master Servicer or Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced
Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would
be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer shall provide the applicable Non-Serviced Master Servicer
and Non-Serviced Special Servicer written notice of such determination within two (2) Business Days of the date of such determination.
If the Master Servicer receives written notice from the related Non-Serviced Master Servicer or the related Non-Serviced
Special Servicer, as the case may be, that either has determined in accordance with the applicable Non-Serviced PSA with respect
to a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced PSA that is similar to a P&I
Advance would be, or any outstanding advance under such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable
advance, then the Master Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously
made or proposed to be made with respect to the related Non-Serviced Mortgage Loan, will be a Nonrecoverable P&I Advance.
Thereafter, in either case, the Master Servicer shall not be required to make any additional P&I Advances with respect to
the related Non-Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines
that any such additional P&I Advances with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable
P&I Advance, which determination may be as a result of consultation with the related Non-Serviced Master Servicer or the
related Non-Serviced Special Servicer, as the case may be, or otherwise.


 


(d)           In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any
amounts then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder
(unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest
at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but
not including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) made
with respect to a Mortgage Loan until after the related Due Date has passed and any applicable Grace Period has expired or (ii) if
the related Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The
Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to
Section 3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited
in the Collection Account.


 


(e)           Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest,
Yield Maintenance Charges, Default Interest, late payment charges, Balloon Payment or any P&I Advance with respect to any Companion
Loan and (ii) if an Appraisal Reduction Amount has been determined to exist with respect to any


 






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Mortgage
Loan (or, in the case of a Non-Serviced Whole Loan, an “appraisal reduction amount” (or similar item has been made
in accordance with the related Non-Serviced PSA and the Master Servicer has notice of such appraisal reduction amount) then in
the event of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for
the related Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal
portion of such P&I Advance) to equal the product of (x) the amount of the interest portion of such P&I Advance for
such Mortgage Loan for such Distribution Date without regard to this clause 4.03(e)(ii), and (y) a fraction,
expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior
to such Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion
of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the
Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding
sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for
the related Distribution Date.


 


(f)            In no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion
Loan.


 


Section 4.04       
Allocation of Realized Losses. (a)  On each Distribution Date, immediately following the distributions
to be made on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the Realized Loss for
such Distribution Date. Any allocation of Realized Losses to a Class of Regular Certificates shall be made by reducing the Certificate
Balance thereof by the amount so allocated. Any Realized Losses so allocated to a Class of Regular Certificates shall be allocated
among the respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of
Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously
allocated Realized Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction
in the Certificate Balance of the applicable Class of Certificates in respect of which any such reimbursement is made. With respect
to any Class of Principal Balance Certificates, to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed
from principal collections on the Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are
subsequently recovered on the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the
Class or Classes of Principal Balance Certificates that previously were allocated Realized Losses and in the case of Realized Losses,
in sequential order according to the priority of payments for the Principal Balance Certificates (and in the case of the Principal
Balance Certificates that are Senior Certificates, on a pro rata basis according to the amount of unreimbursed Realized
Losses on such Classes), in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Principal
Balance Certificates.


 


(b)           (i) On each Distribution Date, the Certificate Balances of each Regular Interest (other than the Class X Regular Interests)
will be reduced without distribution, as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates
with respect to such Distribution Date. Any such write-off shall be allocated first, to the Class NR Regular Interest,
second, to the Class F Regular Interest, third, to the Class E Regular Interest, fourth, to


 






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the
Class D Regular Interest, fifth, to the Class C Regular Interest, sixth, to the Class B Regular Interest,
seventh, to the Class A-S Regular Interest, and then, pro rata (based on their respective Certificate Balances),
Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Regular Interests, in each case until the remaining Certificate
Balances of such Regular Interests have been reduced to zero.


 


(ii)           Any such write-offs
in respect of:


 


(A)          the Class A-1 Regular Interest shall be further allocated to the Class A-1 Certificates, the Class V1-A Certificates and
the Class V2 Certificates, pro rata in proportion to the Class A-1 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(B)           the Class A-2 Regular Interest shall be further allocated to the Class A-2 Certificates, the Class V1-A Certificates and
the Class V2 Certificates, pro rata in proportion to the Class A-2 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(C)           the Class A-SB Regular Interest shall be further allocated to the Class A-SB Certificates, the Class V1-A Certificates and
the Class V2 Certificates, pro rata in proportion to the Class A SB Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(D)           the Class A-3 Regular Interest shall be further allocated to the Class A-3 Certificates, the Class V1-A Certificates and
the Class V2 Certificates, pro rata in proportion to the Class A-3 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(E)           the Class A-4 Regular Interest shall be further allocated to the Class A-4 Certificates, the Class V1-A Certificates and
the Class V2 Certificates, pro rata in proportion to the Class A-4 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(F)          the Class A-S Regular Interest shall be further allocated to the Class A-S Certificates, the Class V1-A Certificates and
the Class V2 Certificates, pro rata in proportion to the Class A-S Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(G)          the Class B Regular Interest shall be further allocated to the Class B Certificates, the Class V1-B Certificates and the
Class V2 Certificates, pro rata in proportion to the Class B Percentage Interest, the Class V1-B Percentage Interest and
the Class V2 Percentage Interest, respectively;


 


(H)          the Class C Regular Interest shall be further allocated to the Class C Certificates, the Class V1-C Certificates and the
Class V2 Certificates, pro rata in proportion to the Class C Percentage Interest, the Class V1-C Percentage Interest and
the Class V2 Percentage Interest, respectively;


 






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(I)            the Class D Regular Interest shall be further allocated to the Class D Certificates, the Class V1-D Certificates and the
Class V2 Certificates, pro rata in proportion to the Class D Percentage Interest, the Class V1-D Percentage Interest and
the Class V2 Percentage Interest, respectively;


 


(J)           the Class E Regular Interest shall be further allocated to the Class E Certificates, the Class V1-E Certificates and the
Class V2 Certificates, pro rata in proportion to the Class E Percentage Interest, the Class V1-E Percentage Interest and
the Class V2 Percentage Interest, respectively;


 


(K)          the Class F Regular Interest shall be further allocated to the Class F Certificates, the Class V1-E Certificates and the
Class V2 Certificates, pro rata in proportion to the Class F Percentage Interest, the Class V1-E Percentage Interest and
the Class V2 Percentage Interest, respectively; and


 


(L)           the Class NR Regular Interest shall be further allocated to the Class NR Certificates, the Class V1-E Certificates and the
Class V2 Certificates, pro rata in proportion to the Class NR Percentage Interest, the Class V1-E Percentage Interest and
the Class V2 Percentage Interest, respectively.


 


(c)           With respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant
to Section 4.04(a) or Section 4.04(b) with respect to such Distribution Date shall reduce the Lower-Tier
Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section 4.05       
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a)  For purposes of (x) determining the
Non-Reduced Regular Interests and the Controlling Class (and whether a Control Termination Event has occurred and is continuing)
and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Operating
Advisor, Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan)
shall be allocated to each Regular Interest (other than the Class X Regular Interests) in reverse sequential order to notionally
reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced to zero (i.e., first,
to the Class NR Certificates, second, to the Class F Certificates, third, to the Class E Certificates,
fourth, to the Class D Certificates, fifth, to the Class C Certificates, sixth, to the Class B
Certificates, seventh, to the Class A-S Certificates, and finally, pro rata based on their respective Certificate
Balances, to the Class A-1, Class A-2, Class A-3 and Class A-4 Regular Interests (other than the Class X-A, Class X-B, Class X-E,
Class X-F and Class X-NR Regular Interests)).


 


Any
such allocations of Appraisal Reduction Amounts to:


 


(i)            the Class A-1 Regular Interest shall be further allocated to the Class A-1 Certificates, the Class V1-A Certificates and
the Class V2 Certificates, pro rata in proportion to the Class A-1 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 






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(ii)           the Class A-2 Regular Interest shall be further allocated to the Class A-2 Certificates, the Class V1-A Certificates and
the Class V2 Certificates, pro rata in proportion to the Class A-2 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(iii)          the Class A-SB Regular Interest shall be further allocated to the Class A-SB Certificates, the Class V1-A Certificates and
the Class V2 Certificates, pro rata in proportion to the Class A SB Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(iv)          the Class A-3 Regular Interest shall be further allocated to the Class A-3 Certificates, the Class V1-A Certificates and
the Class V2 Certificates, pro rata in proportion to the Class A-3 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(v)           the Class A-4 Regular Interest shall be further allocated to the Class A-4 Certificates, the Class V1-A Certificates and
the Class V2 Certificates, pro rata in proportion to the Class A-4 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(vi)          the Class A-S Regular Interest shall be further allocated to the Class A-S Certificates, the Class V1-A Certificates and
the Class V2 Certificates, pro rata in proportion to the Class A-S Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(vii)         the Class B Regular Interest shall be further allocated to the Class B Certificates, the Class V1-B Certificates and the
Class V2 Certificates, pro rata in proportion to the Class B Percentage Interest, the Class V1-B Percentage Interest and
the Class V2 Percentage Interest, respectively;


 


(viii)        the Class C Regular Interest shall be further allocated to the Class C Certificates, the Class V1-C Certificates and the
Class V2 Certificates, pro rata in proportion to the Class C Percentage Interest, the Class V1-C Percentage Interest and
the Class V2 Percentage Interest, respectively;


 


(ix)           the Class D Regular Interest shall be further allocated to the Class D Certificates, the Class V1-D Certificates and the
Class V2 Certificates, pro rata in proportion to the Class D Percentage Interest, the Class V1-D Percentage Interest and
the Class V2 Percentage Interest, respectively;


 


(x)            the Class E Regular Interest shall be further allocated to the Class E Certificates, the Class V1-E Certificates and the
Class V2 Certificates, pro rata in proportion to the Class E Percentage Interest, the Class V1-E Percentage Interest and
the Class V2 Percentage Interest, respectively;


 


(xi)           the Class F Regular Interest shall be further allocated to the Class F Certificates, the Class V1-E Certificates and the
Class V2 Certificates, pro rata in


 






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proportion
to the Class F Percentage Interest, the Class V1-E Percentage Interest and the Class V2 Percentage Interest, respectively;


 


(xii)          the Class NR Regular Interest shall be further allocated to the Class NR Certificates, the Class V1-E Certificates and the
Class V2 Certificates, pro rata in proportion to the Class NR Percentage Interest, the Class V1-E Percentage Interest and
the Class V2 Percentage Interest, respectively.


 


As of the first Determination
Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified Loan, the Master Servicer shall
calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent
Appraisal obtained by the Special Servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral
Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the Master Servicer that a Non-Serviced Mortgage
Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly request from the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition
to all other information reasonably required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists
with respect to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Master Servicer of
the appraisal and any other information set forth in the immediately preceding clause (i) that the Master Servicer reasonably expects
to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account
the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all
other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any
other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify
the Master Servicer thereof. The Special Servicer, upon reasonable prior written request, shall provide the Master Servicer with
information in its possession that is reasonably required to calculate or recalculate any Collateral Deficiency Amount. The Special
Servicer shall use reasonable efforts to assist the Master Servicer in obtaining information reasonably required to calculate or
recalculate any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan in the event that the Master Servicer
is unsuccessful in obtaining such information from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced
Trustee. None of the Special Servicer, the Trustee or the Certificate Administrator shall calculate or verify any Collateral Deficiency
Amount.


 


For purposes of determining
the Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral Deficiency Amounts allocated
to an AB Modified Loan will be allocated to each Class of Control Eligible Corresponding Certificates in reverse sequential order
to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class of Control Eligible Corresponding
Certificates is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F Certificates, and third,
to the Class E Certificates). For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence and
continuance of a Control Termination Event, any Class of Control Eligible Corresponding Certificates shall be allocated both applicable
Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts (the sum of which shall


 






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constitute
the applicable Cumulative Appraisal Reduction Amount), in accordance with this Section 4.05(a).


 


With respect to (i) any
Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or determining the Voting Rights
of the related Classes for purposes of removal of the Special Servicer or Operating Advisor and (ii) any Appraisal Reduction
Amount or Collateral Deficiency Amount calculated for purposes of determining the Controlling Class or the occurrence and continuance
of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as is”
basis.


 


The Master Servicer shall
promptly notify the Special Servicer and the Certificate Administrator of the amount of any Appraisal Reduction Amount (which notice
to the Certificate Administrator shall be made by delivery of such information included in the CREFC® Loan Periodic Update
File in accordance with Section 3.12(d)), any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction
Amount allocated to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan (which notification may be satisfied through delivery
of such information included in the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor Reporting
Package in accordance with Section 3.12(d) or such other report or reports mutually agreed upon between the Master Servicer
and the Certificate Administrator) and the Certificate Administrator shall promptly post notice of such Appraisal Reduction Amount,
Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable, to the Certificate Administrator’s
Website. Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of
Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator
shall notify the Master Servicer, the Special Servicer and the Operating Advisor of such event, including the identity and contact
information of the new Controlling Class Certificateholder and the identity of the Controlling Class as set forth in Section 3.23(m)
(the cost of obtaining such information from the Depository being an expense of the Trust).


 


(b)           (i)  The Holders of the majority of Voting Rights of any Class of Control Eligible Corresponding Certificates
that is determined at any time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out
Class”) as a result of an Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such
Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to
any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral
Deficiency Amount (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best
efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’
written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided
that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders
are requesting the Special Servicer to obtain an additional Appraisal).


 


(ii)           Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine,
in accordance with the Servicing Standard, whether,


 






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based
on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount (as applicable) is warranted, and if so warranted, the Special Servicer shall direct the Master Servicer to, and the Master
Servicer shall, recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on such supplemental
appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each
other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required
by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, if applicable. The Holders of an Appraised-Out
Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction,
control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling
Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to
clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation
of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) is warranted or (B) the Master Servicer
recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) based on the supplemental Appraisal,
the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall
be exercised by the most senior Class of Control Eligible Corresponding Certificates, if any.


 


(c)           With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any Serviced Whole Loan as to which
an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has remained current for three consecutive
Periodic Payments, and with respect to which no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan
during the preceding three months (for such purposes taking into account any amendment or modification of such Mortgage Loan, any
related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of the occurrence
or of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related
Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and
order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing
Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable,
and promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in
accordance with Section 4.05(b) above), shall promptly deliver a copy thereof to the Master Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination
Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class) the Directing Certificateholder. Based upon such Appraisal or internal
valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) (or, if applicable, based on an Appraisal
or internal valuation received by the Master Servicer from the Special Servicer in connection with a Mortgage Loan becoming an
AB Modified Loan), the Master Servicer shall determine or redetermine, as applicable, and report to the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any


 






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Consultation
Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) the Directing
Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount
with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in
the CREFC® Appraisal Reduction Amount Template format; provided, however, that the Master Servicer
shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer
to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise
comply with its obligations hereunder. Such report shall also be forwarded by the Master Servicer (or the Special Servicer if
the related Mortgage Loan is a Specially Serviced Loan), to the extent the related Serviced Companion Loan has been included in
an Other Securitization, to the Other Servicer, to the extent required by the related Intercreditor Agreement, of such Other Securitization
into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by the Master
Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan). If the Master Servicer is required
to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or
Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable,
with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence and continuance
of a Consultation Termination Event (and unless the related Mortgage Loan is an Excluded Loan as to such party), the Master Servicer
shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection
with an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding the foregoing but subject to Section 4.05(b),
the Special Servicer shall not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect
to a Mortgage Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the
extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement),
as applicable, with respect to the related Mortgaged Property within the six-month period immediately prior to the occurrence
of such Appraisal Reduction Event. Instead, the Master Servicer may use such prior Appraisal or valuation, as applicable, in calculating
any Appraisal Reduction Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided
that the Special Servicer has not notified the Master Servicer of any material change to the related Mortgaged Property having
occurred and affecting the validity of such Appraisal or valuation.


 


The Special
Servicer, upon reasonable request, shall deliver to the Master Servicer any information in the Special Servicer’s possession
reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts
to deliver such information, within four (4) Business Days following the Master Servicer’s reasonable request therefor (which
request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of
the applicable Appraisal or preparation of the applicable internal valuation); provided that the Master Servicer’s
failure to timely make such request shall not relieve the Special Servicer of its obligation to use reasonable efforts to provide
such information to the Master Servicer within four (4) Business Days following the Master Servicer’s reasonable request.


 






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(d)           Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole
Loan previously subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account
any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan), and with
respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction
Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party
under and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)           Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount
with respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount
in respect of a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation
is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal
balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, to the related AB Mortgage Loan. Any Appraisal
Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor
Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related
Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan(s), based upon their respective outstanding
principal balances.


 


Section 4.06       
Grantor Trust Reporting. (a) The parties intend that the portion of the Trust Fund constituting the Grantor
Trust shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor
trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently
with this intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the power
to vary the investment of the Certificateholders in the Grantor Trust so as to improve their rate of return. The Certificate Administrator
shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return
to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In addition, the Certificate
Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041, Form 1099 or such other
form as may be applicable with the Internal Revenue Service with copies of the statements in the following clause and (B) furnish,
or cause to be furnished, to the Certificateholders, their allocable share of income and expense with respect to the related Specific
Grantor Trust Assets in the time or times and in the manner required by the Code.


 


(b)        
  The Grantor Trust will be treated as a WHFIT that is a WHMT. The Certificate Administrator will report as required under
the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so
is provided to the Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that
DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator
with the identities of other “middlemen” that are Certificateholders. The Certificate Administrator shall be entitled
to rely on the first sentence of this Section 4.06(b) and shall be entitled to indemnification in


 






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accordance
with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence
of this paragraph is incorrect.


 


(c)           The Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the
WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine
whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website)
WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable
for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)           The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations
nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided
to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each Certificateholder, by acceptance of its interest in such class of securities, will be deemed to have agreed
to provide the Certificate Administrator with information regarding any sale of such securities, including the price, amount of
proceeds and date of sale. Absent receipt of information regarding any sale of a Certificate, including the price, amount of proceeds
and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary
market trading of WHFIT interests.


 


(e)           To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on
an appropriate website the CUSIP for the Class Z Certificates. The CUSIP so published will represent the Rule 144A CUSIP.
The Certificate Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent such
CUSIP has been received. Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number
in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt
of inaccurate or untimely CUSIP information.


 


Section 4.07       
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders
and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator
relating to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as applicable, relating to the
reports being made available pursuant to Section 3.13(b), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan)
or the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other
reports prepared by the Operating Advisor or actions by the Special Servicer referenced in any Operating Advisor Annual Report
(each an “Inquiry” and collectively, “Inquiries”), and (ii) Privileged Persons may view
Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the
Master Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor, as applicable,


 






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and
in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced
Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate person (in the case
of the Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com), in each case within a commercially reasonable
period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special Servicer, the Certificate
Administrator or the Operating Advisor, as applicable, unless such party determines not to answer such Inquiry as provided below,
shall reply to the Inquiry, which reply of the Master Servicer, Special Servicer or the Operating Advisor, as applicable, shall
be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage
Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer
or the related Non-Serviced Special Servicer, as applicable; provided that the Certificate Administrator shall not be responsible
for the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator shall post (within
a commercially reasonable period of time following preparation or receipt of such answer, as the case may be) such Inquiry and
the related answer to the Certificate Administrator’s Website. If the Certificate Administrator, the Master Servicer, the
Special Servicer or the Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the
scope of the topics described above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the
Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents
or this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional
cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable,
(v) answering any Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception,
(vi) that answering any Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure
of attorney work product or (vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required
to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall promptly
notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose any direct
communications with the Directing Certificateholder or the Risk Retention Consultation Party as part of its response to any Inquiries.
The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered.
Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered shall include the
following statement: “Because the Pooling and Servicing Agreement provides that the Master Servicer, the Special Servicer,
the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion,
that (i) any Inquiry is beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering
any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would
be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially
increase the duties of, or result in significant additional costs or expenses to the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure
of Privileged Information, (vi) that answering any Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege or the disclosure of attorney work product or (vii) answering any Inquiry is otherwise, for any reason, not advisable,


 






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no
inference should or may be drawn from the fact that the Master Servicer, the Special Servicer, the Certificate Administrator or
the Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable
only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective
Affiliates. None of the Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee or the Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor
Q&A Forum and no such party shall have any responsibility or liability for the content of any such information. The Certificate
Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that
the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A
Forum will not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s
Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders
for which its response would require the Operating Advisor to provide information to such inquiring Certificateholders that they
are otherwise not entitled to receive under the terms of this Agreement.


 


(b)           The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged
Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate
Administrator’s Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter
obtain information with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering
to use the Investor Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and
(b) it grants authorization to the Certificate Administrator to make its name and contact information available on the Investor
Registry for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor
Registry. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name
and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder
or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the
Investor Registry. The Certificate Administrator shall not be responsible for verifying or validating any information submitted
on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator
may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)           The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request
Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5
Information Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any
Distribution Date Statements, or submit questions to the Master Servicer or the Special Servicer, as 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


 






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Rating
Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall forward the Rating Agency
Inquiry to the appropriate person (in the case of the Master Servicer to the following: RAInvRequests@wellsfargo.com), in each
case within a commercially reasonable period of time following receipt thereof. Following receipt of a Rating Agency Inquiry from
the 17g-5 Information Provider, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer
such Rating Agency Inquiry as provided below, shall reply by email to the Certificate Administrator. The 17g-5 Information
Provider shall post (within a commercially reasonable period of time following receipt of such response) such Rating Agency Inquiry
with the related response thereto (or such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool.
Any reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on a separate website or web
page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the Master
Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating Agency Inquiry
would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering
any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege with, or the
disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase the
duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special
Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable,
determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the
performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate
Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such
Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination. The 17g-5
Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating
Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider shall not be liable for the failure by any
other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed
to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only
to the respondent, and shall not be deemed to be answers from any other person. None of the Underwriters, the Depositor, or any
of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A Forum and Document Request
Tool and no such party shall have any responsibility or liability for the content of any such information. The 17g-5 Information
Provider shall not be required to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer
thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial in nature.
The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications that are
not submitted via the 17g-5 Information Provider’s Website.


 


Section 4.08        Secure
Data Room. (a)          The
Certificate Administrator shall create a Secure Data Room within 120 days following the Closing Date. The Depositor shall
upon the receipt of each Mortgage Loan Seller’s Diligence File Certificate, deliver to the Certificate Administrator
within 120 days following the Closing Date, an electronic copy of the Diligence Files for the Mortgage Loans that have been
uploaded by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator shall
promptly upload


 






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the
contents of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted
by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) provided that the Certificate Administrator
has received the Diligence File Certificate from each Mortgage Loan Seller pursuant to Section 2.01(h), any other
Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by
the Certificate Administrator of a certification substantially in the form of Exhibit RR hereto (which shall be sent via
email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s website).
In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate
Administrator shall be under no obligation to post any documents or information to the Secure Data Room other than the contents
of the Diligence Files initially delivered to it by the Depositor.


 


(b)           The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure
Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such document
or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic
copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not
be responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the
Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful
misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis
and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties
and responsibilities under this Agreement.


 


(c)           Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust, the Master Servicer or the Special Servicer, as applicable, may direct the Certificate
Administrator in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided
that absent such direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data
Room. Following the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted
to delete all files from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce
or retrieve such deleted files.


 






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[End of Article IV]


 


Article V



THE CERTIFICATES


 


Section 5.01       
The Certificates. (a)  The Certificates will be substantially in the respective forms annexed hereto as
Exhibits A-1 through and including A-25, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar,
be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently
herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The Class X
Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and
in integral multiples of $1.00 in excess thereof. The Offered Certificates (other than the Class X-A Certificates and Class X-B
Certificates) will be issuable only in minimum Denominations of authorized initial Certificate Balance of not less than $10,000,
and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than the Class X-E, Class X-F,
Class X-NR, Class V, Class Z and Class R Certificates) will be issuable in minimum Denominations of authorized initial Certificate
Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or
initial Notional Amount, as applicable, of any Class does not equal an integral multiple of $1.00, then a single additional Certificate
of such Class may be issued in a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as
applicable, that includes the excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of
such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The Certificates of each Class
of Class V Certificates will be issuable in one or more Definitive Certificates, in minimum denominations of authorized Certificate
Balance as described in the succeeding table, and multiples of $l in excess thereof (or such lesser amount if the Certificate Balance
is not a multiple of $1). The Class Z and Class R Certificates shall be issued, maintained and transferred in minimum percentage
interests of 10% of such Class R or Class Z Certificates and in integral multiples of 1% in excess thereof.


 


(b)           One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If
an authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns
the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of
the Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The
signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02       
Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made
pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other
than one by the Depositor to an Affiliate thereof or by the


 






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Initial
Purchasers to Torchlight Debt Opportunity Fund V Holdings (Cayman), LP) is to be made in reliance upon an exemption from the Securities
Act, and under the applicable state securities laws, then either:


 


(a)           Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in
Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry
certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an
exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on
the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar,
at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of
the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration
of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted
Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through
Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S
Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the
applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During
the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate
shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial
Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests
in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless
exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld
or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S
Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate
Registrar, as custodian for the Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate
Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association
is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication
and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association
is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee
or an Affiliate thereof.


 


(b)           Certificates of each Class of Non-Registered Certificates (other than the RRI Interest following the conversion described
in Section 5.03(i) hereof) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act
(“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited
with the Certificate


 






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Registrar
or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee
of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided.


 


(c)           Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are
Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”)
shall be in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall
be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for
such Non-Book Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R and
Class Z Certificates shall only be in the form of Definitive Certificates, and the Certificates evidencing the RRI Interest shall
be converted following their initial issuance to the form of Definitive Certificates and shall thereafter at all times be held
in such form.


 


(d)           Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is
no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates
of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified
successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any
judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection
with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such
Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued
to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events
described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry
Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository
of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive
Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same
legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall
recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates
are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will
be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions
by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and,
except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class
of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder
thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with
the Depository’s procedures.


 






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(e)           Other than as provided for in Section 5.03(i), any RRI Interest shall only be held as a Definitive Certificate in
the Retained Interest Safekeeping Account by the Certificate Administrator (the Retaining Party’s interest shall be tracked
in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Interest Safekeeping
Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold each Certificate evidencing
the RRI Interest in safekeeping and shall release the same only upon receipt of written direction from the holder of the RRI Interest,
the Depositor and the Retaining Sponsor, and in accordance with any authentication procedures as may be utilized by the Certificate
Administrator and in accordance with this Agreement.  There shall be, and hereby is, established by the Certificate Administrator
an account which will be designated the “Retained Interest Safekeeping Account” and into which the RRI Interest shall
be held and which shall be governed by and subject to this Agreement.  In addition, on and after the date hereof, the Certificate
Administrator may establish any number of subaccounts to the Retained Interest Safekeeping Account for the Retaining Party. 
The RRI Interest to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein.
No amounts distributable to the RRI Interest shall be remitted to the Retained Interest Safekeeping Account, but shall be remitted
directly to the Retaining Party in accordance with written instructions provided separately by such Retaining Party to the Certificate
Administrator.  Under no circumstances by virtue of safekeeping the RRI Interest shall the Certificate Administrator be obligated
to bring legal action or institute proceedings against any person on behalf of the Retaining Party. The Certificate Administrator
shall hold the Definitive Certificate representing the RRI Interest at the below location, or any other location; provided
the Certificate Administrator has given notice to the Retaining Party of such new location:


 


Wells Fargo Bank, National
Association 


Attention: Security
Control and Transfer (SCAT) 


MAC: N9345-010 


425 E. Hennepin Avenue 


Minneapolis, Minnesota
55414


 


The Certificate Administrator
shall make available to the Retaining Party its account information as mutually agreed upon by the Certificate Administrator and
such Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of an
RRI Interest shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is hereby directed
by the Depositor to enter into an agreement relating to the Retained Interest Safekeeping Account to facilitate the initial settlement
and sale of the RRI Interest on the Closing Date.


 


Section 5.03       
Registration of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or
cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such
reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and
of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates
represented by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a


 






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Rule 144A
Book-Entry Certificate and accepting Certificates for exchange and registration of transfer, (ii) holding the RRI Interest
as Definitive Certificates on behalf of each Holder of such Class and providing notice to the Retaining Sponsor of any attempts
to transfer any RRI Interest and (iii) transmitting to the Depositor, the Master Servicer and the Special Servicer any notices
from the Certificateholders. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect
of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates) referred to in this Section 5.03.


 


(b)           Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)           Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder
of a beneficial interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian
for the Depository wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry
Certificate for an interest in the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its
interest in such Rule 144A Book-Entry Certificate to a Person who is required to take delivery thereof in the form of
an interest in the Temporary Regulation S Book-Entry Certificate of the same Class, such holder may, subject to the rules
and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in such
Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office
designated in Section 5.07, of (1) instructions given in accordance with the Depository’s procedures from
a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary
Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in
accordance with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate
Balance of the Temporary Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the Person
specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the
Temporary Regulation S Book-Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A
Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer
the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(d)           Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time following the Restricted


 






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Period
to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry
Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is
required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may,
subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial
interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its
office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s procedures
from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the
Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the participant account of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit J
hereto given by the holder of such beneficial interest stating (A) that the transfer of such interest has been made in
compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance with
Regulation S, or (B) that the transferee is otherwise entitled to hold its interest in the applicable Certificates in
the form of an interest in the Regulation S Book-Entry Certificate, without any registration of such Certificates under
the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate
Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate
Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in
the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account
of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is
being exchanged or transferred.


 


(e)           Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A
Book-Entry Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes
at any time to exchange its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate for an interest in the Rule 144A Book-Entry Certificate of the same Class, or to transfer its interest in
such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to a Person who is
required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such holder may,
subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the
exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged,
such instructions to contain information regarding the


 






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participant
account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S
Book-Entry Certificate, information regarding the participant account of the Depository to be debited with such decrease and
(3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K
hereto given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary
Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A
Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation
Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified
Institutional Buyer (an “Investment Representation Letter”) and is obtaining such beneficial interest in a
transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce,
or cause to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry
Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the
Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in such
instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit,
or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)            Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests
in a Temporary Regulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or
Clearstream, as the case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the
effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit L
hereto from the holder of a beneficial interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged
after the Restricted Period, for interests in the Regulation S Book-Entry Certificate of the same Class. The Certificate
Registrar shall effect such exchange by delivering to the Depository for credit to the respective accounts of such holders, a duly
executed and authenticated Regulation S Book-Entry Certificate, representing the aggregate Certificate Balance of interests
in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests in the Regulation S Book-Entry
Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred
to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates
referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary
Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation S Book-Entry
Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary
Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount
represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry


 






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Certificate,
and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S
Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)           Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other
than a Class R Certificate or a Class Z Certificate and any Certificate evidencing the RRI Interest) wishes at any time to exchange
its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same Class, or to transfer
all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form of an interest
in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable,
and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest
in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its
office designated in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,
(2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a
beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book
Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable
Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N
hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in
the form of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry
Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book
Entry Certificate, shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate
equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase,
or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book
Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person specified in such instructions
a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book
Entry Certificate so canceled. Upon the written direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com)
or its Affiliate, the Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect
such exchange.


 


(h)           Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if
and when permitted by Section 5.02(d), and subject to the issuance and transfer of the RRI Interest in accordance with
Section 5.03(i), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A
Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
or to a transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)            Transfers of RRI Interest.  At all times, if a Transfer of all or a portion of the RRI Interest is to be made,
then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely
upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto
as


 






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Exhibit D-3,
which such certification must be countersigned by the Retaining Sponsor and Depositor with a medallion stamp guarantee of the
Retaining Sponsor and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form
attached hereto as Exhibit D-4, which such certification must be countersigned by the Retaining Sponsor and the Depositor
with a medallion stamp guarantee of the Retaining Sponsor.  Upon receipt of the foregoing certifications, the Certificate
Registrar shall, subject to Section 5.02(e) and Section 5.03(a), reflect all or any such portion of the
RRI Interest in the name of the prospective Transferee. For the avoidance of doubt, other than at initial issuance, in no event
shall an RRI Interest be held as a Book-Entry Certificate; provided, that, each Certificate representing the RRI Interest
shall on the Closing Date be issued in book-entry form and shall initially be held as a Book-Entry Certificate; however, upon
initial issuance on the Closing Date, the Certificate Administrator is hereby instructed by the Depositor to exchange the Book-Entry
Certificate(s) representing the RRI Interest for a Definitive Certificate as soon as practicable after the Closing Date but no
later than two (2) Business Days after the Closing Date and shall hold each Definitive Certificate evidencing the RRI Interest
in safekeeping pursuant to Section 5.02(e).


 


(j)            Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(k)           Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
transfers of interests in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S)
shall be limited to transfers made pursuant to the provisions of subsection (e) above.


 


(l)            If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered
Certificates so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there
is delivered to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such
legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall
authenticate and deliver Certificates that do not bear such legend.


 


(m)          All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the
Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(n)           With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial
transfer to the Initial Purchasers or with respect to the RRI Interest, a Mortgage Loan Seller acting as Retaining Sponsor) of
any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received either (i) a representation
letter from the proposed purchaser or transferee of such Certificate substantially in


 






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the
form of Exhibit F-1 attached hereto, to the effect that such proposed purchaser or transferee is not and will
not become (A) an employee benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to
Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in
Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code or any other plan subject
to any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each, a “Plan”) or (B) a person acting on behalf of or using the assets
of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such
Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA),
other than an insurance company using the assets of its general account under circumstances whereby the purchase and holding of
such Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under
Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar
Law, would not result in a non-exempt violation of Similar Law) or (ii) if such Certificate which may be held only by a person
not described in clauses (A) or (B) above, is presented for registration in the name of a purchaser or transferee
that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator
and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not
constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA, Section 4975 of
the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Initial Purchasers, the Underwriters, the Operating Advisor or the Depositor to any obligation
or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition
to those set forth in the Agreement. The Trustee and Certificate Administrator shall not register the sale, transfer, pledge or
other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the
representation letter described in clause (i) above or the Opinion of Counsel described in clause (ii)
above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne by any of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Initial Purchasers, the Underwriters,
the Operating Advisor or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent that
it is not and will not become a Person specified in clauses (i)(A) or (i)(B) above. Any transfer, sale, pledge
or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA,
Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(n)
shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law.


 


(o)           No Class R or Class Z Certificate may be purchased by or transferred to any prospective purchaser or transferee that is
or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying
assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R or Class Z Certificate. Each prospective transferee
of a Class R or Class Z Certificate shall deliver to the transferor and the Certificate Administrator a representation letter,
substantially in the form of Exhibit F-2, stating that the prospective transferee is not a Plan or a person acting
on behalf of or using the assets of a Plan. Any attempted or purported transfer in violation of these


 






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transfer
restrictions shall be null and void ab initio and shall vest no rights in any purported transferee and shall not relieve
the transferor of any obligations with respect to the applicable Certificates.


 


Each Person who has or
acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:


 


(i)            Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or
hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is
not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in
its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(o) by a Person who is not a Permitted Transferee or by a Person
who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the
immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual
Ownership Interest as soon and as fully as possible.


 


(ii)           No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register,
without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer,
and such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an
affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the
proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed
transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee
understands that, as the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by
the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest
as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be
attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such
proposed transferee or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest
to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such
Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that
is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions
of this Section 5.03(o) and (y) other than in connection with the initial issuance of a Class R Certificate, require
a statement from the proposed transferor substantially in the form attached as Exhibit D-2 (the “Transferor
Letter”), that the proposed transferor has no


 






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actual
knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed
transferee’s statements in its Transferee Affidavit are false.


 


(iii)          Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if
a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee,
no Transfer to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate
Register; provided, however, that the Certificate Registrar shall not be required to conduct any independent investigation
to determine whether a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred
a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in
contravention of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from
the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue
Service and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(p)           The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(q)           Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for such withholding, and the Certificateholders shall be required to provide the Certificate Administrator with such forms and
other such information reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any
amount from interest or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal
withholding requirements, the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be
deemed to have been distributed to such Persons for all purposes of this Agreement.


 


Section 5.04       
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or


 






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stolen
Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new Certificate
under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover any expenses
(including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant
to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05       
Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the
Operating Advisor, the Asset Representations Reviewer and the Certificate Registrar, and any agent of any of them, may treat the
Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions
as provided in this Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Registrar, nor
any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that
a party to this Agreement responsible for distributing any report, statement or other information required to be distributed to
Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement
or other information to such beneficial owner (or prospective transferee).


 


Section 5.06       
Access to List of Certificateholders’ Names and Addresses; Special Notices. The Certificate Registrar shall
maintain in as current form as is reasonably practicable the most recent list available to it of the names and addresses of the
Certificateholders. If any Certificateholder that has provided an Investor Certification (a) requests in writing from the
Certificate Registrar a list of the names and addresses of Certificateholders, (b) states that such Certificateholder desires
to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates and (c) provides
a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10)
Business Days after the receipt of such request, afford such Certificateholder (at such Certificateholder’s sole cost and
expense) access during normal business hours to a current list of the Certificateholders as of the most recent Record Date as they
appear in the Certificate Register. Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate
Registrar shall not be held accountable by reason of the disclosure of any such information as to the list of the Certificateholders
hereunder, regardless of the source from which information was derived. The Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of
Certificateholders from time to time upon request therefor.


 


The Certificate Administrator
shall include in any Form 10-D any written request received in accordance with Section 11.04(a) prior to the Distribution
Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution Date) from a Certificateholder
or Certificate Owner to communicate with other Certificateholders or Certificate Owners related to Certificateholders or Certificate
Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing such disclosure (a “Special
Notice”) regarding the request to communicate shall include the following and no more than the following: (a) the name
of the Certificateholder or Certificate Owner making the request, (b) the


 






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date
the request was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating
that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners
with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders
or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


 


In verifying the identity
of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the Certificateholder
or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall not require any
further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect to any
Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate, (y) the name of the transaction, 2016-NXSR, and (z) one
of the following documents confirming ownership of such Certificate: a trade confirmation, an account statement, a letter from
a broker-dealer or another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents).
The Certificate Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate
Owner in any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate will be paid by the Trust.


 


Section 5.07       
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or
offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113 as its office
for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any
change in the location of the Certificate Register or any such office or agency.


 


Section 5.08       
Appointment of Certificate Administrator. (a)  Wells Fargo Bank, National Association is hereby initially
appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or
is terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof
to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth
in Section 8.06.


 


(b)           The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties.


 


(c)           The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and
the advice of such


 






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counsel
or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance therewith.


 


(d)           The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)           The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)            The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the
Special Servicer or the Depositor.


 


Section 5.09       
Exchanges of Exchangeable Groups of Certificates.


 


(a)           The Grantor Trust shall be maintained by the Certificate Administrator, on behalf of the Trustee, in part for the benefit
of the Holders of the Certificates (other than the Class R Certificates). The assets of the Grantor Trust held for the benefit
of the Holders of the Certificates (other than the Class R Certificates) shall consist of the Regular Interests. The Regular Interests
shall be held by the Certificate Administrator for the benefit of the Trustee. At all times, each Regular Certificate shall represent
beneficial ownership interests in the related Class Percentage Interest of the related Regular Interest, in each case, with the
corresponding alphabetical and numerical designation. At all times, the Class V1-A Certificates shall represent beneficial ownership
interests in the Class V1-A Percentage Interest of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A
and Class A-S Regular Interests. At all times, the Class V1-B Certificates shall represent beneficial ownership interests in the
Class V1-B Percentage Interest of the Class X-B and Class B Regular Interests. At all times, the Class V1-C Certificates shall
represent beneficial ownership interests in the Class V1-C Percentage Interest of the Class C Regular Interests. At all times,
the Class V1-D Certificates shall represent beneficial ownership interests in the Class V1-D Percentage Interest of the Class D
Regular Interests. At all times, the Class V1-E Certificates shall represent beneficial ownership interests in the Class V1-E
Percentage Interest of the Class X-E, Class X-F, Class X-NR, Class E, Class F and Class NR Regular Interests. At
all times, the Class V2 Certificates shall represent beneficial ownership interests in the Class V2 Percentage Interest of the
Regular Interests.


 


(b)           On the Closing Date, the Grantor Trust shall issue the several Classes of Certificates (other than the Class R Certificates).
Each Class of Certificates (other than the Class R Certificates) shall be initially issued (or, in the case of the Regular
Certificates and Class Z Certificates that initially evidence the RRI Interest, deemed to be issued and simultaneously exchanged
in accordance with Section 5.09(d)) on the Closing Date with, other than in the case of the Class Z Certificates,
the respective aggregate initial Certificate Balance or Notional Amount, as applicable, set forth for such Class in the Preliminary
Statement.


 






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(c)           Following the Closing Date and subject to the conditions set forth in Section 5.09(d), if a Certificateholder holds
a uniform Tranche Percentage Interest in an Exchangeable Group of Certificates, then such Exchangeable Group of Certificates may
be exchanged on the books of the Depository for the same Tranche Percentage Interest in any other Exchangeable Group of Certificates
as the Certificates to be surrendered. The Certificate(s) identified in the table below under “Exchangeable Group 1”,
“Exchangeable Group 2” and “Exchangeable Group 3” are each an “Exchangeable Group” of
Certificates.


  


	
         

        Exchangeable
Groups

	
         

        Exchangeable


Group 1
	
        Exchangeable


Group 2
	
        Exchangeable


Group 3

	Class A-1	Class V1-A	Class V2
	Class A-2
	Class A-SB
	Class A-3
	Class A-4
	Class X-A
	Class A-S
	Class X-B	Class V1-B
	Class B
	Class C	Class V1-C
	Class D	Class V1-D
	Class X-E	Class V1-E
	Class X-F
	Class X-NR
	Class E
	Class F
	Class NR


 


For the avoidance of
doubt, by way of example, the holder of a uniform Tranche Percentage Interest of each Class of Regular Certificates and the Class
Z Certificates (collectively referred to in the table above as “Exchangeable Group 1”) may exchange such Certificates
for the same Tranche Percentage Interest in either (i) the Class V1-A, Class V1-B, Class V1-C, Class V1-D and Class V1-E Certificates
(collectively referred to in the table above as “Exchangeable Group 2”) or (ii) the Class V2 Certificates (referred
to in the table above as “Exchangeable Group 3”).


 


(d)           An exchange of an Exchangeable Group of Certificates may only occur if the Certificates being surrendered or received in
such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. There shall be no
limitation on the number of exchanges of Exchangeable Groups of Certificates authorized pursuant to this Section 5.09.
In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date and shall deliver instructions substantially
in the form of Exhibit TT to the Certificate Administrator along with the original Certificate exchanged (unless such exchanged
Certificate was deemed issued).


 






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(e)           For any exchange other than any exchange effectuated on the Closing Date by the Depositor pursuant to Section 5.09(d),
at the request of the Holder of a uniform Tranche Percentage Interest of an Exchangeable Group of Certificates, and upon the surrender
of the Certificates evidencing such Tranche Percentage, the Certificate Administrator, on behalf of the Trustee, shall deliver
(by the means set forth in the penultimate sentence of Section 5.09(g)) the corresponding Exchangeable Group of Certificates
to which such Certificateholder is entitled as set forth in Section 5.09(c).


 


(f)            In connection with any exchange of an Exchangeable Group of Certificates, (i) the Certificate Registrar shall reduce
the outstanding aggregate Certificate Balance or Notional Amount, as applicable, of the Class or Classes comprising the Exchangeable
Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate
Certificate Balance or Notional Amount, as applicable, of the related Class or Classes of the Exchangeable Group of Certificates
received by such Holder in such exchange on the Certificate Register, (ii) the Certificate Registrar shall reduce the initial
Certificate Balance or Notional Amount specified in the Preliminary Statement to this Agreement, as applicable, of the Class or
Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and
shall increase the initial Certificate Balance or Notional Amount specified in the Preliminary Statement to this Agreement, as
applicable, of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder, and (iii) in
the case of any related Global Certificate, the Certificate Registrar or the Certificate Administrator, as applicable, shall approve
the instructions at the Depository and make appropriate notations on the Global Certificate for each related Class of Certificates
to reflect such reductions and increases. Any transfer of a Certificate evidencing the RRI Interest to (i) a Plan subject to ERISA
or Section 4975 of the Code relying on Prohibited Transaction Exemption 89-90 or (ii) an insurance company general account relying
on Sections I and III of PTCE 95-60 shall be effected through Credit Suisse Securities (USA) LLC, Natixis Securities Americas LLC,
or UBS Securities LLC.


 


(g)           For all exchanges other than any exchange effectuated by the Depositor pursuant to Section 5.09(d), in order
to effect an exchange of an Exchangeable Group of Certificates, the Certificateholder shall notify the Certificate Administrator
in writing or by e-mail at cts.cmbs.bond.admin@wellsfargo.com (with a subject line referencing “CSMC 2016-NXSR”
and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange
Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange
notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and
(iii) set forth the following information: the CUSIP Number of each Certificate to be exchanged and each Certificate to be received;
the original and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be exchanged and the
original and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be received; the Certificateholder’s
Depository participant number, if applicable; and the proposed Exchange Date. The Certificateholder and the Certificate Registrar
shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Certificates
that are Global Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date.
Global Certificates shall be exchangeable on the books of


 






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the
Depository for the corresponding Global Certificates on and after the Closing Date, by notice to the Certificate Administrator
substantially in the form of Exhibit TT.


 


(h)           The Certificate Administrator shall make the first distribution on a Certificate received by a Certificateholder in any
exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable
Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in
such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be
so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither
the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates
in the market to accomplish any exchange.


 


Section 5.10       
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)           Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)           In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance or Notional Amount greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder
has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated
by the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may
not be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of
the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking
into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and
shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 






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(c)           The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall
not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results
of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the
proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)           Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall
be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or
answer questions other than process-related questions regarding the administration of the vote.


 


(e)           If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 


Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, the asset representations
reviewer, THE DIRECTING CERTIFICATEHOLDER and the risk retention consultation party


 


Section 6.01       
Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset
Representations Reviewer. (a)  The Master Servicer hereby represents, warrants and covenants to the Trustee, for
its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator,
the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)            The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged


 






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Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of
this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets
or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer
to perform its obligations under this Agreement or its financial condition;


 


(iii)          The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;


 


(iv)          This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)           The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)          No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer
which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this
Agreement;


 


(vii)         The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07; and


 






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(viii)        No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or
court is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance
by the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have
a material adverse effect on the performance by the Master Servicer under this Agreement.


 


(b)           The Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the
Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)            The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of Delaware, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms
of this Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or its financial condition;


 


(iii)          The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;


 


(iv)          This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 






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(v)           The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)          No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer,
which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations
under this Agreement;


 


(vii)         The Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)        No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)           The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer and the
Special Servicer, as of the Closing Date, that:


 


(i)            The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of New York, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms
of this Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating


 






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Advisor
or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability
of the Operating Advisor to perform its obligations under this Agreement or its financial condition;


 


(iii)          The Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)          This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)           The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)          The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07;


 


(vii)         No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor,
which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations
under this Agreement; and


 


(viii)        No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this
Agreement or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent,
approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor
of its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of
the Operating Advisor to perform its obligations hereunder.


 






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(d)           The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of
the Closing Date, that:


 


(i)            The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing
under the laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in
which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with
the terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s
organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which
is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the
Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to
materially and adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this
Agreement or its financial condition;


 


(iii)          The Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be
performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement;


 


(iv)          This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)           The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)          No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the
Asset Representations Reviewer, which


 






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would
prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations Reviewer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations Reviewer
to perform its obligations under this Agreement;


 


(vii)         The Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring
with respect to such risks, which in either case complies with the requirements of Section 3.07;


 


(viii)        No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations
Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this
Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual
performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not
have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)           The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)           The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery
of this Agreement. Upon written notice to or actual knowledge of any party to this Agreement (or upon written notice thereof from
any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 6.01
which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party with such
actual knowledge or that has received written notice of such breach shall give prompt written notice (to the extent such notice
has not already been given) to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance
of a Control Termination Event, the Directing Certificateholder.


 


Section 6.02       
Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations
Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer
shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken
by the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03       
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
or the Asset Representations Reviewer. (a)  Subject to subsection (b) below, the Depositor, the Master
Servicer and the Special Servicer each will keep in full effect its existence, rights and franchises as an entity under the laws
of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to do business as
a foreign entity in each jurisdiction in which qualification is or


 






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shall
be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion
Loans and to perform its respective duties under this Agreement.


 


(b)           The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each
may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited
to all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as
the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person
succeeding to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases,
the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other
than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance
with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency
Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of
Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates as described in Section 3.25); provided, further, that if the Master Servicer, the Special
Servicer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer or the Operating Advisor,
as applicable, is the surviving entity under applicable law, the Master Servicer, the Special Servicer or the Operating Advisor,
as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings
of the Classes of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided,
further, that for so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related
Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer
or the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation,
conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies
the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor
in such Other Securitization, as the case may be, has discovered that such successor entity has not complied with its Exchange
Act reporting obligations under any other commercial mortgage loan securitization (and specifically identifying the instance of
noncompliance), then it shall be an additional condition to such succession that the Depositor or the depositor in such Other Securitization,
as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such


 






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successor
entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer,
the Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or
into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person
is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as applicable,
is the surviving entity of such merger, consolidation or transfer and has been and continues to be in compliance with its Regulation
AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall
not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the Merger Notice to the Depositor
or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization, as
the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s
determination, or depositor’s determination, in the case of an Other Securitization, to grant or withhold such consent,
such failure shall be deemed to constitute a grant of such consent. If the conditions to the provisions in the second preceding
sentence are not met, the Trustee may terminate, and if the conditions set forth in the third proviso of the third preceding sentence
are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto,
such termination to be effected in the manner set forth in Section 7.01.


 


(i)            The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the
jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform
its duties under this Agreement.


 


(ii)           Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business
of the Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed
to have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving
Person.


 


Section 6.04       
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and Others. (a)  None of the Depositor, the Master Servicer (including in its capacity as
Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any of the partners,
directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under any liability
to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the taking of any action
in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that (i) this provision
shall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach of warranties or representations
made by it herein or any


 






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liability
which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of such party’s
obligations or duties or by reason of negligent disregard of such party’s obligations and duties hereunder. The Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the
Asset Representations Reviewer may rely on any document of any kind which, prima facie, is properly executed and submitted
by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor and any partner, director, officer,
shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses incurred in connection with, or related to, this Agreement, the Mortgage Loans, the Companion Loans
or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to
the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred
by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder, or by reason
of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors,
officers, shareholders, members, managers, employees and agents, incurred in connection with any violation by any of them of any
state or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable court order), neither
the Trustee nor the Certificate Administrator (including in its capacity as Custodian) shall be liable for special, punitive,
indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee
or the Certificate Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.
Each of the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations
Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting or refraining from acting upon,
any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper
format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or the
Operating Advisor to be genuine and to have been signed or presented by the proper party or parties and each of them may consult
with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection
with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion
of Counsel.


 


(b)           None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its
respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from
the Trust; provided, however, that


 






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each
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer may in
its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect
to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and, in the case
of any Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced Companion Loan (as a collective
whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided, however,
that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs and liabilities
will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Intercreditor Agreement
and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such Serviced
Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion Loan,
then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust for any
amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust,
and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset
Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed therefor out of amounts attributable to
the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount
thereof), as provided by Section 3.05(a)(xii).


 


(c)           Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the
related Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Master Servicer (including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer
(in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or
agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from
or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may
be, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer
or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator,
the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master
Servicer or the Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may
be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator
or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer
or the Special Servicer, as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement


 






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or
otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially
prejudiced thereby.


 


(d)           Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify
the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate
Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor,
the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent
thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees
and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or
as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in
the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate
Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the Master Servicer,
the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify
the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator
shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor) and
pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate Administrator
shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless
the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)           The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall
assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent) or the Special Servicer) and pay all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any


 






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judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect
any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s
defense of such claim is materially prejudiced thereby.


 


(f)            The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the
Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be,
shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


 


(g)           Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)           The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason
of negligent disregard by the Asset


 






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Representations
Reviewer of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided
that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be, shall immediately notify the Asset
Representations Reviewer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the
Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such claim (with
counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them
in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense
of such claim is materially prejudiced thereby.


 


(i)            The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced
Operating Advisor, Non-Serviced Depositor, Non-Serviced Certificate Administrator and Non-Serviced Trustee, and any of their
respective partners, directors, officers, shareholders, members, managers, employees or agents (collectively, the “Non-Serviced
Indemnified Parties”) and the securitization trust form under the Non-Serviced PSA, shall be indemnified by the Trust
and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement)
of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage Loan and the related
Non-Serviced Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable Non-Serviced Trust
is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms
of the related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Asset Representations Reviewer.


 


Section 6.05       
Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03,
neither the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on
each of them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such appointment
by, a successor master servicer or special servicer, as applicable, and receipt by the Certificate Administrator and the Trustee
of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan
Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates


 






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pursuant
to Section 3.25). Any such determination permitting the resignation of the Master Servicer or the Special Servicer
pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to
such effect delivered to the Trustee and (prior to the occurrence and continuance of a Consultation Termination Event) the Directing
Certificateholder. No such resignation by the Master Servicer or the Special Servicer shall become effective until the Trustee
or a successor master servicer or successor special servicer, as applicable, shall have assumed the Master Servicer’s or
Special Servicer’s, as applicable, responsibilities and obligations in accordance with Section 7.02 and no such
resignation by the Master Servicer or the Special Servicer shall become effective until the Certificate Administrator shall have
filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation of the
Master Servicer or the Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special Servicer,
as applicable, shall have the right and opportunity to appoint any successor master servicer or special servicer with respect
to this Section 6.05; provided that, such successor master servicer or special servicer shall not be the Asset
Representations Reviewer, the Operating Advisor or one of their respective Affiliates and (prior to the occurrence and continuance
of a Control Termination Event) such successor special servicer is approved by the Directing Certificateholder, such approval
not to be unreasonably withheld. The resigning party shall pay all costs and expenses (including costs and expenses incurred by
the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.05.
Except as provided in Section 7.01(c), in no event shall the Master Servicer or the Special Servicer have the right
to appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer, as applicable, is terminated
or removed pursuant to Section 7.01.


 


Section 6.06       
Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or
exercise the rights of the Master Servicer or Special Servicer, as applicable, hereunder; provided, however, that
the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue of
such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action
or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee,
the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section 6.07       
The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any
Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to)
any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would
have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section 6.08       
The Directing Certificateholder and the Risk Retention Consultation Party. (a)  (A) The Directing Certificateholder
shall be entitled to advise (1) the Special Servicer with respect to all Specially Serviced Loans other than any applicable
Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the


 






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Controlling
Class, (2) the Special Servicer, with respect to Non-Specially Serviced Loans (other than any applicable Excluded Loan),
as to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer or the Directing
Certificateholder, and (3) the Special Servicer with respect to all Mortgage Loans (other than any applicable Excluded Loan
as to such party) with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, for
which an extension of maturity is being considered by the Special Servicer or by the Master Servicer subject to consent or deemed
consent of the Special Servicer, and (B) the Risk Retention Consultation Party shall (other than with respect to an Excluded Loan
with respect to the Risk Retention Consultation Party or the Holder of the majority of the RRI Interest) be entitled to consult
on a strictly non-binding basis with the Special Servicer with respect to any Major Decision in respect of a Specially Serviced
Loan. For the avoidance of doubt, any consultation with the Risk Retention Consultation Party under this Agreement shall occur
only upon request of the Risk Retention Consultation Party with respect to any individual triggering event, and any such consultation
shall be on a strictly non-binding basis and shall be subject to all limitations with respect to the procedures and timing for
such consultation set forth in this Section 6.08(a). Notwithstanding anything herein to the contrary, except as set
forth in, and in any event subject to Section 6.08(b), to the second and third paragraphs of this Section 6.08(a)
and to the provisos that follow clause (xiii) below, (i) the Master Servicer, shall not be permitted to take any of the
following actions set forth in clauses (i) through (xiii) below (each a “Major Decision”) unless it has obtained
the consent of the Special Servicer and (ii) with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan
or any Excluded Loan) or any Serviced Whole Loan, for so long as no Control Termination Event has occurred and is continuing,
the Special Servicer shall not be permitted to take actions that constitute Major Decisions (and shall not be permitted to consent
to the Master Servicer’s taking actions that constitute Major Decisions) as to which the Directing Certificateholder has
objected in writing within ten (10) Business Days (or thirty (30) days with respect to clause (x) below) after receipt
of the written analysis (provided that if such written objection has not been received by the Special Servicer within such
ten (10) Business Day (or thirty (30) day) period, then the Directing Certificateholder will be deemed to have approved such action);
provided that the foregoing consent rights of the Directing Certificateholder shall not apply to any applicable Excluded
Loan; and (c) the Special Servicer shall also be required to consult on a non-binding basis with the Risk Retention Consultation
Party with respect to a Specially Serviced Loan, an REO Loan or an REO Property (except with respect to an Excluded Loan as to
the Risk Retention Consultation Party or the holder of the majority of the RRI Interest):


 


(i)            any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of
the ownership of properties securing such of the Mortgage Loans or Serviced Whole Loans as come into and continue in default;


 


(ii)           any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or
material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted pay-offs but
excluding late fees and default interest) of a Mortgage Loan or Serviced Whole Loan or any extension of the maturity date of such
Mortgage Loan;


 






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(iii)          any sale of a Defaulted Loan and any related defaulted Companion Loan or any REO Property (other than in connection with
the termination of the Trust) or a Defaulted Loan that is a Non-Serviced Mortgage Loan that the Special Servicer is permitted to
sell pursuant to this Agreement, in each case for less than the applicable Purchase Price (excluding any expenses incurred by the
Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the breach or
document defect giving rise to a repurchase or substitution obligation under a Mortgage Loan Purchase Agreement);


 


(iv)          any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous
Materials located at an REO Property;


 


(v)           requests for property releases or substitutions, other than (i) grants of easements or rights of way that do not materially
affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to a Mortgage
Loan (other than the Non-Serviced Mortgage Loan) or any Serviced Whole Loan, (ii) release of non-material parcels of a Mortgaged
Property (including, without limitation, any such releases (A) to which the related Mortgage Loan documents expressly require the
mortgagee thereunder to make such releases upon the satisfaction of certain conditions (and the conditions to the release that
are set forth in the related Mortgage Loan documents do not include the approval of the lender or the exercise of lender discretion
(other than confirming the satisfaction of the other conditions to the release set forth in the related Mortgage Loan documents
that do not include any other approval or exercise)) and such release is made as required by the related Mortgage Loan documents
or (B) that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion
of the Mortgaged Property), (iii) the release of collateral securing any Mortgage Loan in connection with a defeasance of such
collateral or (iv) property releases or substitutions permitted pursuant to the related Mortgage Loan documents and for which there
is no lender discretion;


 


(vi)          any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, or any consent to such waiver or consent to a transfer of
the Mortgaged Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer
or incurrence of debt as may be effected without the consent of the lender under the related Loan Agreement or related to an immaterial
easement, right of way or similar agreement;


 


(vii)         any property management company changes (with respect to a Mortgage Loan with a Stated Principal Balance greater than $2,500,000)
or franchise changes with respect to a Mortgage Loan (other than the Non-Serviced Mortgage Loan) or Serviced Whole Loan for which
the lender is permitted to consent or approve under the Mortgage Loan documents;


 


(viii)        releases of any amounts from escrow accounts, reserve accounts or letters of credit held as performance or “earn-out”
escrows or reserves, other than those releases


 






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done
in accordance with specific terms of the related Mortgage Loan (other than the Non-Serviced Mortgage Loan) or a Serviced Whole
Loan and for which there is no lender discretion;


 


(ix)           any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor
or releasing a Mortgagor or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender
discretion;


 


(x)            any determination of an Acceptable Insurance Default;


 


(xi)           any exercise of a material remedy with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced
Whole Loan following a default or event of default under the related Mortgage Loan documents;


 


(xii)          any modification, consent to a modification or waiver of any material term of any Intercreditor Agreement or similar agreement
related to a Mortgage Loan or any action to enforce rights with respect with respect to the Mortgage Loan; and


 


(xiii)         any consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor,
to the extent the mortgagee’s approval is required under the related Mortgage Loan documents.


 


provided, however, that,
in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by this Agreement
to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or (i) any other
matter requiring consent of the Directing Certificateholder with respect to any Mortgage Loan other than an Excluded Loan as to
the Directing Certificateholder or the Holder of the majority of the Controlling Class and, with respect to the Directing Certificateholder,
prior to the occurrence and continuance of a Control Termination Event in this Agreement, or (ii) any matter requiring consultation
with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor), is necessary to protect
the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders and
the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans, as the case may be)), the Special Servicer or Master Servicer, as applicable, may take any such
action without waiting for the Directing Certificateholder’s response (or without waiting to consult with the Directing Certificateholder,
the Risk Retention Consultation Party or the Operating Advisor, as the case may be), provided that the Special Servicer
or Master Servicer, as applicable, provides the Directing Certificateholder (or the Operating Advisor, if applicable) and the Risk
Retention Consultation Party with prompt written notice following such action including a reasonably detailed explanation of the
basis therefor; provided, however, that the Special Servicer is not required to obtain the consent of the Directing
Certificateholder for any Major Decision after the occurrence and during the continuance of a Control Termination Event. In addition,
with respect to any Mortgage Loan other than an Excluded Loan as to such party, for so long as no Control Termination Event has
occurred and is continuing, the Directing Certificateholder subject to any


 






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rights,
if any, of the related Companion Holder to advise the Special Servicer with respect to the related Serviced Whole Loan, pursuant
to the terms of the related Intercreditor Agreement, may direct the Special Servicer to take, or to refrain from taking, such
other actions with respect to a Mortgage Loan, as the Directing Certificateholder may deem advisable or as to which provision
is otherwise made herein.


 


After the occurrence
and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the
Special Servicer shall consult with the Directing Certificateholder in connection with any Major Decision not relating to any Non-Serviced
Mortgage Loan or Excluded Loan as to such party (and any other actions which otherwise require consultation with the Directing
Certificateholder prior to a Consultation Termination Event hereunder) and the Risk Retention Consultation Party (only with respect
to a Specially Serviced Loan and consider alternative actions recommended by the Directing Certificateholder or the Risk Retention
Consultation Party, in respect thereof. In the event the Special Servicer receives no response from the Directing Certificateholder
or the Risk Retention Consultation Party within 10 Business Days following its written request for input on any required consultation,
the Special Servicer shall not be obligated to consult with the Directing Certificateholder or the Risk Retention Consultation
Party, respectively, on the specific matter; provided, however, that the failure of the Directing Certificateholder
or the Risk Retention Consultation Party to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder
or the Risk Retention Consultation Party on any future matters with respect to the related Mortgage Loan (other than a Non-Serviced
Mortgage Loan or any applicable Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling
Class) or Serviced Whole Loan. In addition, after a Control Termination Event the Special Servicer will also be required to consult
with the Operating Advisor in connection with any proposed Major Decision (and any other actions which otherwise require consultation
with the Operating Advisor after the occurrence and during the continuance of a Control Termination Event hereunder) and consider
alternative actions recommended by the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding
basis. In the event that the Special Servicer receives no response from the Operating Advisor within 10 Business Days following
the later of (i) its written request for input on any required consultation and (ii) delivery of all such additional information
reasonably requested by the Operating Advisor related to the subject matter of such consultation, the Special Servicer shall not
be obligated to consult with the Operating Advisor on the specific matter; provided, however, that the failure of the Operating
Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation to consult with the Operating
Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything
herein to the contrary, with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class (regardless of whether a Control Termination Event has occurred and is continuing),
the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in
accordance with the procedures set forth in this Section 6.08 for consulting with the Operating Advisor.


 


Notwithstanding anything
herein to the contrary, no such advice, direction or objection by, from or on the part of the Directing Certificateholder contemplated
by the


 






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preceding
paragraphs of this Section 6.08(a), may require or cause the Master Servicer or Special Servicer to violate any provision
of any Mortgage Loan or related Intercreditor Agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect
to a Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without limitation the
obligation of the Master Servicer and the Special Servicer to act in accordance with the Servicing Standard, or expose the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the
Trust or the Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer or the Special
Servicer, as applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act, or fail to act,
in a manner which in the reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, is not in the
best interests of the Certificateholders. In the event the Special Servicer or the Master Servicer, as applicable, determines
that a refusal to consent by the Directing Certificateholder or any advice from the Directing Certificateholder or the Risk Retention
Consultation Party, would cause the Special Servicer or Master Servicer, as applicable, to violate the terms of any Mortgage Loan,
applicable law or this Agreement, including without limitation, the Servicing Standard, the Special Servicer or the Master Servicer,
as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder or the Risk Retention
Consultation Party, respectively, and the Trustee and the Rating Agencies of its determination, including a reasonably detailed
explanation of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or the Special
Servicer in accordance with the direction of or approval of the Directing Certificateholder or the approval of the Risk Retention
Consultation Party that does not violate the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other
provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the Special Servicer.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard
of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of
Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders of the
Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class of Certificates
other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder, by reason
of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder shall
have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 






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The Risk Retention Consultation
Party shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of
any action, or for errors in judgment; provided, however, that the Risk Retention Consultation Party shall not be
protected against any liability to a Holder of an RRI Interest that would otherwise be imposed by reason of willful misconduct,
bad faith or gross negligence in the performance of duties owed to the Holders of the RRI Interest or by reason of reckless disregard
of obligations or duties owed to the Holders of the RRI Interest. By its acceptance of a Certificate, each Certificateholder acknowledges
and agrees that the Risk Retention Consultation Party may take actions that favor the interests of one or more Classes of the Certificates
including the Holders of an RRI Interest over other Classes of the Certificates, and that the Risk Retention Consultation Party
may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the
Risk Retention Consultation Party may act solely in the interests of the Holders of an RRI Interest, that the Risk Retention Consultation
Party does not have any duties or liability to the Holders of any Class of Certificates other than the RRI Interest, that the Risk
Retention Consultation Party shall not be liable to any Certificateholder, by reason of its having acted solely in the interests
of the Holder of the RRI Interest, and that the Risk Retention Consultation Party shall have no liability whatsoever for having
so acted, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director,
officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced PSA including the Holders of the controlling class under such Non-Serviced PSA over other Classes of the Certificates,
and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships
and interests that conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under
the related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA,
and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability
whatsoever for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having
so acted.


 


(b)           Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a
Control Termination Event (and at any time with respect to any Excluded Loan with respect to the Directing Certificateholder or
the Holder of the majority of the Controlling Class), the Directing Certificateholder shall have no right to consent to or direct
any action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control
Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
shall remain


 






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entitled
to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Special Servicer and
any other applicable party shall consult with the Directing Certificateholder (other than with respect to any Excluded Loan as
to such party) to the extent set forth herein in connection with any action to be taken or refrained from taking; and (iii) after
the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder (at any time with respect
to any Excluded Loan as to either such party) shall have no direction, consultation or consent rights hereunder and no right to
receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders)
or any other rights as Directing Certificateholder.


 


For the avoidance of
doubt, with respect to any Specially Serviced Loan, the Risk Retention Consultation Party shall at all times remain entitled to
receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Special Servicer and any
other applicable party shall consult with the Risk Retention Consultation Party (other than with respect to any Excluded Loan as
to such party) to the extent set forth herein in connection with any action to be taken or refrained from taking.


 


Section 6.09       
Knowledge of Wells Fargo Bank, National Association. Except as otherwise expressly set forth in this Agreement,
Wells Fargo Bank, National Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge
of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions contemplated by this
Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity hereunder, except, in the case of either
clause (a) or clause (b), where some or all of the obligations performed in such capacities are performed by one
or more employees within the same group or division of Wells Fargo Bank, National Association, or where the groups or divisions
responsible for performing the obligations in such capacities have one or more of the same Responsible Officers or Servicing Officers,
as applicable; provided that the knowledge of employees performing special servicing functions shall not be imputed to
employees performing master servicing functions and vice versa.


 


[End of Article VI]


 


Article VII



SERVICER TERMINATION EVENTS


 


Section 7.01       
Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)  “Servicer
Termination Event,” wherever used herein, means any one of the following events:


 


(i)            (A) any failure by the Master Servicer to make a required deposit to the Collection Account or remit to the Companion
Paying Agent for deposit into the related Companion Distribution Account on the day and by the time such deposit or remittance
was first required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business Day, or
(B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any Distribution


 






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Account
any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. New York City time on the
relevant Distribution Date; or


 


(ii)           any failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after the day such deposit
is required to be made or to remit to the Master Servicer for deposit in the Collection Account or any other required account hereunder,
any amount required to be so deposited or remittance required to be made by the Special Servicer pursuant to, and at the time specified
by, this Agreement; or


 


(iii)          any failure by the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its
other covenants or obligations contained in this Agreement which continues unremedied for thirty (30) days (or (A) with respect
to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case of the Master Servicer’s
or Special Servicer’s, as applicable, obligations contemplated by Article XI, (B) fifteen (15) days in the
case of the Master Servicer’s failure to make a Servicing Advance or (C) twenty (20) days in the case of a failure
to pay the premium for any property insurance policy required to be maintained or such shorter period (not less than two (2) Business
Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or the lapse of insurance,
as applicable) after written notice of the failure has been given to the Master Servicer or the Special Servicer, as the case may
be, by any other party hereto, or to the Master Servicer or the Special Servicer, as the case may be, with a copy to each
other party to this Agreement, by the Holders of Certificates of any Class, evidencing as to that Class Percentage Interests aggregating
not less than 25% or, with respect to a Serviced Whole Loan, by the related Serviced Companion Noteholder; provided, however,
that if that failure is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing
such cure, that 30-day period will be extended an additional sixty (60) days; provided that the Master Servicer or the Special
Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and has certified that it has diligently
pursued, and is continuing to pursue, a full cure; provided, further, however, that such extended period will
not apply to the obligations regarding Exchange Act reporting; or


 


(iv)          any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty in Section 6.01(a)
and Section 6.01(b), as applicable, that materially and adversely affects the interests of any Class of Certificateholders
or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and that continues unremedied for a period of
thirty (30) days after the date on which notice of that breach, requiring the same to be remedied, shall have been given to the
Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee, or
to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders of Certificates
of any Class, evidencing as to that class, Percentage Interests aggregating not less than 25% or, with respect to a Serviced Whole
Loan, by the related Serviced Companion Noteholder; provided, however, that if that breach is capable of being cured
and the Master Servicer or the Special Servicer, as the case may be, is diligently pursuing that cure, that 30-day period will
be extended an additional sixty (60) days; provided that the


 






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Master
Servicer, or the Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and has
certified that it has diligently pursued, and is continuing to pursue, a full cure; or


 


(v)           a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver,
liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer
or the Special Servicer and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period
of sixty (60) days; or


 


(vi)          the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or


 


(vii)         the Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for
the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the
foregoing; or


 


(viii)        either of Moody’s or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes
of Certificates or one or more Classes of Serviced Companion Loan Securities, or (B) placed one or more Classes of Certificates
or one or more Classes of Serviced Companion Loan Securities on “watch status” in contemplation of rating downgrade
or withdrawal and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the Master Servicer or
any Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal
or “watch status” placement has not been withdrawn by such Rating Agency within sixty (60) days of such event); or


 


(ix)           a servicing officer of the Master Servicer obtains knowledge that the Master Servicer has ceased to have a commercial master
servicing rating of at least “CMS3” from Fitch and that rating is not reinstated within sixty (60) days or a servicing
officer of the Special Servicer obtains knowledge that the Special Servicer has ceased to have a commercial special servicer rating
of at least “CSS3” from Fitch and that rating is not reinstated within sixty (60) days, as the case may be; or


 


(x)            the Master Servicer or the Special Servicer, as applicable, or any primary servicer or sub-servicer appointed by the
Master Servicer or the Special Servicer, as applicable, after the Closing Date (but excluding any primary servicer or sub-servicer
that the Master Servicer has been instructed to retain by the Depositor or a Sponsor), fails to deliver the items required hereunder
after any applicable notice and cure period to enable


 






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the
Certificate Administrator, Depositor or a depositor under any other securitization to comply with the Trust’s reporting obligations
under the Exchange Act (any primary servicer or sub-servicer that defaults in accordance with this clause may be terminated at
the direction of the Depositor).


 


(b)           If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each
and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may,
and at the written direction of ((i) for so long as a Control Termination Event has not occurred and is not continuing and (ii)
other than with respect to any Excluded Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling
Class) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled to
at least 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of
the Master Servicer or the Special Servicer, as applicable, upon five Business Days’ written notice if there is a Servicer
Termination Event under clause (iii)(A) above), by notice in writing to the Affected Party, with a copy of such notice to
the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04) and
obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other than as
a Certificateholder or Companion Holder, if applicable); provided, however, that the Affected Party shall be entitled
to the payment of accrued and unpaid compensation and reimbursement through the date of such termination as provided for under
this Agreement for services rendered and expenses incurred. From and after the receipt by the Affected Party of such written notice
except as otherwise provided in this Article VII, all authority and power of the Affected Party under this Agreement, whether
with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee with respect to a termination of the Master Servicer or the Special Servicer pursuant to and under
this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise.
The Master Servicer and Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b), it shall
promptly (and in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination) provide
the Trustee with all documents and records requested by it to enable it to assume the Master Servicer’s or the Special Servicer’s,
as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of the Master Servicer’s
or the Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11 and Section 6.04)
hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee for administration by it of
all cash amounts which shall at the time be or should have been credited by the Master Servicer to the Collection Account or any
Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party) or thereafter
be received with respect to the Mortgage Loans or any REO Property (provided, however, that the Master Servicer and
the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d)
(with respect to the Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under this


 






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Agreement
on or prior to the date of such termination, whether in respect of Advances (in the case of the Special Servicer or the Master
Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents of it and
its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding
any such termination).


 


(c)           If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination
Event under Section 7.01(a)(viii) or (a)(ix), the Master Servicer shall have a forty-five (45) day period
after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with
Section 6.03 and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage
Loans under this Agreement. During such forty-five (45) day period the Master Servicer may continue to serve as Master Servicer
hereunder. In the event that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor
master servicer to assume the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations
of the Master Servicer hereunder.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder of
a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of such Serviced
Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable,
shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari Passu Whole
Loan. Any Special Servicer appointed to replace the Special Servicer with respect to a Serviced Pari Passu Mortgage Loan cannot
at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the person (or Affiliate
thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. Any such Special
Servicer under this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements
of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section 7.02.
Any appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency
Confirmation and confirmation from the rating agencies that such appointment or replacement will not result in the downgrade, withdrawal
or qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)           Subject to the rights of the holder of a related AB Subordinate Companion Loan pursuant to the related Intercreditor Agreement
at any time prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder
shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04) and obligations of
the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer,
the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective upon
the appointment of a successor special servicer meeting the requirements of


 






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this
Section 7.01(d). Upon a termination of such Special Servicer, the Directing Certificateholder (other than with respect
to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) shall
designate a successor special servicer; provided, however, that (i) such successor will meet the requirements
set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation and, in the case of any
class of any Serviced Companion Loan Securities the applicable rating agencies deliver a confirmation that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25) and (iii) no replacement of the Special Servicer shall be effective
until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any
other Form 8-K filings have been completed with respect to any related Companion Loan.


 


After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance
Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance Certificates
requesting a vote to replace the Special Servicer with a new special servicer designated in such written direction, (b) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency
fees and expenses) to be incurred by the Certificate Administrator in connection with administering such vote and which shall not
be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating
Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders),
the Certificate Administrator shall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s
Website in accordance with Section 3.13(b) and concurrently by mail, and conduct the solicitation of votes of all Certificates
(other than the RRI Interest) in such regard, which vote shall occur within one hundred-eighty (180) days of the posting of
such notice. Upon the written direction of (a) Holders of Certificates evidencing at least 75% of a Certificateholder Quorum of
Certificates or (b) Holders of Non-Reduced Certificates evidencing more than 50% of the Voting Rights of each of Class of Non-Reduced
Certificates, the Trustee shall terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint
the successor special servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders.
The Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder may (i) access
such notices via the Certificate Administrator’s Website and (ii) register to receive electronic mail notifications
when such notices are posted thereon.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement,
if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains unremedied and
affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise been
terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee (or, prior to a Control Termination Event, the
Trustee, acting at the direction of the Directing Certificateholder)) will be entitled to direct the related Non-Serviced Trustee
to terminate the related Non-Serviced Special Servicer solely


 






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with
respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of a special servicer with respect to a Non-Serviced
Whole Loan, as applicable, will in any event be subject to Rating Agency Confirmation from each Rating Agency. A replacement special
servicer will be selected by the related Non-Serviced Trustee or, prior to a control termination event (or similarly defined term)
under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided, however,
that any successor special servicer appointed to replace the special servicer with respect to such Non-Serviced Whole Loan cannot
at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such Non-Serviced Mortgage
Loan, without the prior written consent of the Directing Certificateholder.


 


Following the occurrence
and continuance of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating Advisor
determines that the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance
with the Servicing Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy
to the Special Servicer, a written report in the form of Exhibit W attached hereto (which form may be modified or supplemented
from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form
with the terms and provisions of this Agreement; provided, further, that in no event shall the information or any
other content included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting
its recommendation (along with relevant information justifying its recommendation) and recommending a suggested replacement special
servicer, which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator shall promptly
post notice to all Certificateholders of such recommendation and the related report on the Certificate Administrator’s Website
in accordance with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in such regard.
Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing at least a majority of the aggregate
Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate
Balances of such Certificates) of all Principal Balance Certificates on an aggregate basis and (ii) receipt of Rating Agency
Confirmation from each Rating Agency by the Certificate Administrator following satisfaction of the foregoing clause (i),
the Trustee shall (i) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint
a successor special servicer approved by the Certificateholders and (ii) promptly notify such outgoing Special Servicer of
the effective date of such termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees
and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and administering such vote and the
Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an additional expense of the Trust.
In the event that the Trustee does not receive at least a majority of the requested votes, then the Trustee shall have no obligation
to remove the Special Servicer. Prior to the appointment of any replacement special servicer, such replacement special servicer
shall have agreed to succeed to the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s
successor hereunder.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All
costs of any such termination made by


 






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the
Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under
this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of the Special Servicer).


 


(e)           The Master Servicer and Special Servicer shall, as the case may be, from time to time, take all such reasonable actions
as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed
on “watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency.
In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii)
and (a)(ix) and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e)
shall not be construed to limit the effect of Section 7.01(a)(viii) and (a)(ix).


 


(f)            Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced
Companion Loan, any related Serviced Companion Noteholder or the rating on any class of certificates backed, wholly or partially,
by any Serviced Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination
Event on the part of the Master Servicer affects only a Serviced Companion Loan, any related Serviced Companion Noteholder or the
rating on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer
may not be terminated by or at the direction of such Serviced Companion Noteholder or the holders of any certificates backed, wholly
or partially, by such Serviced Companion Loan, but upon the written direction of such Serviced Companion Noteholder, the Master
Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan.


 


(g)           Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer
Loan, if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence
and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan as
to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder shall
select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer
Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event or if at
any time the applicable Excluded Special Servicer Loan is also an Excluded Loan as to the Directing Certificateholder or the Holder
of the majority of the Controlling Class, the resigning Special Servicer shall use reasonable efforts to select the related Excluded
Special Servicer. The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable
Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer so long as the selected Excluded
Special Servicer is a Qualified Replacement Special Servicer. It shall be a condition to any such appointment that (i) the
Rating Agencies confirm that the appointment would not result in a qualification,


 






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downgrade
or withdrawal of any of their then-current ratings of the Certificates and each NRSRO hired to provide ratings with respect
to any Serviced Companion Loan Securities makes the equivalent confirmation, (ii) the related Excluded Special Servicer is
a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and the
Certificate Administrator and any applicable Other Depositor and Other Certificate Administrator, the information, if any, required
under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If at any time the Special
Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming an
REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer shall resign, (2) the
related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the Special Servicer
shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer
shall be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during
such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan; provided,
however, that other than with respect to an Excluded Loan, the related Excluded Special Servicer shall not be required to
resign if the Directing Certificateholder determines that such Excluded Special Servicer may continue to serve as special servicer
for the applicable Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan.


 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual knowledge that
a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable,
the Master Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide prompt written notice
thereof to each of the other parties to this Agreement.


 


Section 7.02       
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the
case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice
of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed
within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor
to the Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by
the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master
Servicer or Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and shall
be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits,
responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter placed on or for
the benefit of the Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided, however,
that any failure to perform such duties or


 






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responsibilities
caused by the terminated party’s failure under Section 7.01 to provide information or moneys required hereunder
shall not be considered a default by such successor hereunder. The appointment of a successor master servicer shall not affect
any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the appointment
of a successor special servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior
to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or the Special Servicer,
as the case may be, shall not be liable for any of the representations and warranties of the Master Servicer or the Special Servicer,
respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor master servicer or
special servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06 hereunder,
nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor master
servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the Trustee as
successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans, the Companion Loans
that the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, including but not
limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11,
and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer
would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of
the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability
as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01
to the contrary, but only with respect to actions taken by it in its role as successor master servicer or successor special servicer,
as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall
be unwilling to act as successor to the Master Servicer or the Special Servicer, as applicable, or shall, if it is unable to so
act, or if the Trustee is not approved as a servicer by each Rating Agency, or if the Directing Certificateholder ((i) prior to
the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect
to the Directing Certificateholder or the Holder of the majority of the Controlling Class) or the Holders of Certificates entitled
to at least 25% of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution or other entity which meets the criteria set forth
in Section 6.05 and otherwise herein, as the successor to the Master Servicer or the Special Servicer, as applicable,
hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special
Servicer hereunder. No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective
until (i) the assumption in writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities,
duties and liabilities hereunder that arise thereafter, (ii) upon receipt of Rating Agency Confirmation from each Rating Agency
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), (iii) which appointment has been approved (prior to the occurrence and continuance
of a Control Termination Event) by the Directing Certificateholder, such


 






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approval not to be unreasonably withheld and (iv) the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K
filings have been completed with respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer
or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such
capacity as herein above provided. In connection with such appointment and assumption of a successor to the Master Servicer or
Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments
on the Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation with respect
to a successor master servicer or successor special servicer, as the case may be, shall be in excess of that permitted the terminated
Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the Master Servicer or the Special Servicer (whichever
is not the terminated party) and such successor shall take such action, consistent with this Agreement, as shall be necessary
to effectuate any such succession. Any costs and expenses associated with the transfer of the servicing function (other than with
respect to a termination without cause) under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer,
as applicable. If such predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting
such termination or the successor master servicer or special servicer for such expenses within 90 days after the presentation
of reasonable documentation, such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer
or Special Servicer shall not thereby be relieved of its liability for such expenses. If and to the extent that the terminated
Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination shall have
an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust. In the event of a termination
without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise set forth herein;
provided that the Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance
of doubt, if the Trustee is terminating the Master Servicer or Special Servicer in accordance with this Agreement at the direction
of any party or parties permitted to direct the Trustee to so terminate the Master Servicer or Special Servicer pursuant to this
Agreement, the Trustee shall not have any liability for such expenses pursuant to this paragraph.


 


Section 7.03       
Notification to Certificateholders. (a)  Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01
or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register.


 


(b)           Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would
be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator
shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced
Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 






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Section 7.04       
Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination
Event within twenty (20) days of the receipt of notice from the Certificate Administrator of the occurrence of such Servicer Termination
Event; provided, however, that (1) a Servicer Termination Event under clause (i) or (ii) of Section 7.01(a)
may be waived only by all of the Certificateholders of the affected Classes and (2) a Servicer Termination Event under clause (iii)
or (ix) of Section 7.01(a) relating to Exchange Act reporting may be waived only with the consent of the Depositor,
together with (in the case of each of clauses (1) and (2) of this sentence) the consent of each Serviced Companion Noteholder,
if any, that is affected by such Servicer Termination Event. Upon any such waiver of a Servicer Termination Event, such Servicer
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover
all costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event
prior to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair
any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement,
for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the
name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters
described above as they would if any other Person held such Certificates.


 


Section 7.05       
Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to
make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business
Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event
under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has actual knowledge of such failure
with respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution Date with respect
to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a)
unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the
Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights
of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable
P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement
caused by such Master Servicer’s default in its obligations hereunder); provided, however, that if Advances
made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and
unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior
to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given
with respect to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 






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Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01       
Duties of the Trustee and the Certificate Administrator. (a)  The Trustee and the Certificate Administrator,
prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which
may have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a
Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances
in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement
shall not be construed as a duty.


 


(b)          
The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required
to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically
governed by the terms of Article II), shall examine them to determine whether they conform to the requirements of this
Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Trustee
or the Certificate Administrator shall notify the party providing such instrument and requesting the correction thereof. The Trustee
or the Certificate Administrator shall not be responsible for the accuracy or content of any resolution, certificate, statement,
opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or
another Person, and accepted by the Trustee or the Certificate Administrator in good faith, pursuant to this Agreement.


 


(c)           No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)            Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which
may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the
express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)          
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in
good faith by a Responsible Officer or


 



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Responsible
Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved that the Trustee or the Certificate
Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)        
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Corresponding Certificates
entitled to greater than 25% of the Percentage Interest of each affected Class of Regular Interests, or of the aggregate Voting
Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the
Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator,
under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)         
The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the
Serviced Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this
Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


 


Section 8.02       
 Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)           
The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting
upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and
to have been signed or presented by the proper party or parties;


 


(ii)          
The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)        
Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers
vested in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate
Administrator, as applicable, reasonable security or indemnity satisfactory to it, against the costs, expenses and liabilities
which may be incurred therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or reasonable indemnity
satisfactory


 



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to it against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of a Servicer Termination Event which has not been cured, to exercise such
of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent
man would exercise or use under the circumstances in the conduct of his own affairs;


 


(iv)        
Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this
Agreement;


 


(v)         
Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events
which may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than
50% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require reasonable indemnity satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)        
The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)       
For all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have actual
knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or
breach of any Person upon the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a
Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written
notice of any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the Certificate
Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 






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(viii)      
Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer
or the Special Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case
the Trustee shall only be responsible for its own actions as Master Servicer or Special Servicer) or of the Depositor, the Operating
Advisor or the Asset Representations Reviewer;


 


(ix)          Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust
Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s,
as applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)           In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of
its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result
of its own negligence, bad faith or willful misconduct;


 


(xi)          Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, acting in any particular capacity hereunder
shall not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, acting in a capacity that is unrelated to the transactions
contemplated by this Agreement, or (b) Wells Fargo Bank, acting in any other capacity hereunder, except, in the case of either
clause (a) or clause (b), where some or all of the obligations performed in such capacities are performed by one or more employees
within the same group or division of Wells Fargo Bank, or where the groups or divisions responsible for performing the obligations
in such capacities have one or more of the same Responsible Officers;


 


(xii)         Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 


(xiii)        Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect
to its rights and protections relative to the Trust.


 


Each of the Certificate
Administrator, Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent shall be entitled to the same
rights, indemnities, immunities, privileges and protections afforded to the Trustee hereunder in the same manner as if such party
were the named Trustee herein.


 


Section 8.03       
 Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator
in Sections  2.02 and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent
set forth on any outstanding Certificate, shall be taken as the statements of the Depositor, the Master Servicer or the Special
Servicer, as the case may be, and the Trustee or the Certificate Administrator assume no responsibility for their correctness.
Neither the Trustee nor the Certificate Administrator makes any representations as to the validity or sufficiency of this


 



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Agreement
(other than as to this Agreement being a valid obligation of the Trustee and the Certificate Administrator) or of any Certificate
(other than as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage
Loan or related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application
by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application
of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or
withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer
or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible
for and may rely upon the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate
Administrator, in good faith, pursuant to this Agreement.


 


Section 8.04        
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in
its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may
deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights
it would have if it were not Trustee or the Certificate Administrator.


 


Section 8.05        
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a)  As compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Certificate
Administrator/Trustee Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation
for the performance of its duties hereunder, the Certificate Administrator shall be paid its portion of the Certificate Administrator/Trustee
Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate
Administrator shall pay the Trustee the Trustee’s portion of the Certificate Administrator/Trustee Fee. The Certificate Administrator/Trustee
Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other than
the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly the Trustee
fee from the Certificate Administrator/Trustee Fee, which Certificate Administrator/Trustee Fee shall accrue from time to time
at the Certificate Administrator/Trustee Fee Rate and the Certificate Administrator/Trustee Fee shall be computed on the basis
of the Stated Principal Balance of such Mortgage Loan, as applicable, and a 360-day year consisting of twelve 30-day months.
The Certificate Administrator/Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of
a trustee of an express trust) shall constitute the Trustee’s and the Certificate Administrator’s sole form of compensation
for all services rendered by them in the execution of the trusts hereby created and in the exercise and performance of any of the
powers and duties of the Trustee and Certificate Administrator hereunder, except for the reimbursement of expenses specifically
provided for herein. The Certificate Administrator/Trustee Fee shall not be payable with respect to any Companion Loan.


 


(b)         
The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee,


 



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representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or the Lower-Tier
REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including, without limitation,
costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses
incurred in becoming the successor to the Master Servicer or the Special Servicer, to the extent not otherwise paid hereunder)
arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator, respectively,
relating to the exercise and performance of any of the powers, rights and duties of the Trustee or the Certificate Administrator,
respectively (including in any capacities in which they serve, such as paying agent, REMIC Administrator, Authenticating Agent,
Custodian, Certificate Registrar and 17g-5 Information Provider), hereunder; provided, however, that none of the
Trustee or the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification pursuant
to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or
on behalf of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate
Administrator, respectively, performing its duties in accordance with any of the provisions hereof, which are not “unanticipated
expenses of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense
or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense
incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate
Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations
or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12
or the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b)
shall survive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator,
respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator
in all of its capacities hereunder, including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)          The Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against
any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs
and expenses incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a
breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the
Certificate Administrator is required to make available information to a Privileged Person that is an NRSRO, of its obligations
under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in
its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make
available information to a Privileged Person that is an NRSRO, in the performance of such obligations or its negligent disregard
of its obligations and duties under this Agreement.


 


Section 8.06        
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the laws of any state or the United States of


 



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America,
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a
combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and
in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period
when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant
to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution
whose long-term senior unsecured debt is rated at least “A2” by Moody’s and “A-” by Fitch;
provided that the Trustee shall not become ineligible to serve based on a failure to satisfy such rating requirements as
long as (a) it maintains a long-term unsecured debt rating of no less than “Baa2” by Moody’s and “A-”
by Fitch and (b) its short-term debt obligations have a short-term rating of
not less than “P-1” by Moody’s and “F1” by Fitch or such other rating with respect to which the Rating
Agencies have provided a Rating Agency Confirmation, and (iv) an entity that is not a Prohibited Party.


 


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital
and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or the Grantor Trust or in which the Trustee’s office is located is in a state
or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed
under the REMIC Provisions) or a grantor trust, the Certificate Administrator or the Trustee, as applicable, shall elect either
to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax
at no expense to the Trust or (iii) administer the Trust REMICs and/or the Grantor Trust, as applicable, from a state and
local jurisdiction that does not impose such a tax.


 


Section 8.07        
Resignation and Removal of the Trustee and Certificate Administrator. (a)  The Trustee and the Certificate
Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor,
the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as applicable, the Operating Advisor,
the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator
shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide
notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which
shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).
Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor
trustee or successor certificate administrator acceptable to the Master Servicer and, prior to the occurrence and continuance of
a Control Termination Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered
to the resigning Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such
instrument shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate
Administrator, as applicable, by the Depositor. The resigning Trustee or Certificate Administrator, as the case may be, shall pay
all costs and expenses associated with the transfer of its duties. If no successor trustee or certificate administrator shall have
been so appointed and


 



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have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning
Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee
or certificate administrator, as applicable. The Trust shall pay all costs and expenses associated with such petition.


 


(b)          If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of
Section 8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign
after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator
shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator
or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate
Administrator (if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or
the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s
or Certificate Administrator’s, as applicable, reasonable control) to timely publish any report to be delivered, published
or otherwise made available by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue
unremedied for a period of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to
Section 4.01 or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator, as
applicable, and appoint a successor trustee or certificate administrator acceptable to the Master Servicer, by written instrument,
in duplicate, which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee
or certificate administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument
shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. Except as described
in the following sentence, the terminated or removed Trustee or Certificate Administrator, as applicable, shall bear all reasonable
costs and expenses in connection with its termination or removal. If no successor trustee or certificate administrator shall have
been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of removal, the removed
Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee
or certificate administrator, as applicable, at the expense of the Trust.


 


(c)          The Holders of Certificates entitled to at least 50% of the Voting Rights may upon thirty (30) days’ prior written
notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate
Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the
Depositor, the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination
without cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable,
shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 






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(d)          Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate
administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance
of appointment by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings
have been completed with respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as
the case may be, shall pay all costs and expenses associated with the transfer of its duties.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered
and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally
liable for any action or omission of any successor trustee or certificate administrator.


 


(e)          Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to
the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse,
representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of CSMC 2016-NXSR
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-NXSR or in blank, and (ii) in the case
of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing
trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it
or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to
this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage
Loan was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage
Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any
successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied)
to the order of the successor, as trustee for the registered Holders of CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2016-NXSR or in blank; provided, however, that, notwithstanding anything to the
contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan
Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause the related Mortgage
Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing
trustee, the Custodian shall, upon its


 



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 receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor
or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to
ensure that such Mortgage Loan document is assigned to such successor trustee; and (d) in any case, such successor trustee
shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that,
as to each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been made or, in the event such
endorsement or assignment cannot be made for any reason, to note the same in such certification.


 


(f)           Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate
administrator.


 


Section 8.08         Successor
Trustee or Certificate Administrator. (a)  Any successor trustee or certificate administrator appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become
effective and such successor trustee or certificate administrator without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if
originally named as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the
time held on its behalf by a Custodian, which Custodian, at Custodian’s option shall become the agent of the successor
trustee), and the Depositor, the Master Servicer, the Special Servicer and the predecessor Trustee shall execute and deliver
such instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the
successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its
obligations hereunder.


 


(b)          No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as
applicable, shall be eligible under the provisions of Section 8.06.


 


(c)          Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section 8.09        
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee or the


 



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Certificate Administrator shall be the successor of the Trustee or the
Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall
be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post
such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice
of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post
such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10        
Appointment of Co-Trustee or Separate Trustee.  (a)  Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicer
and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate
trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust,
or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights
and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined
in such appointment within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event
shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder
and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)          In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights,
powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or
the Special Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Trustee. Every such instrument shall be filed with the Trustee.


 






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(d)          Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact,
with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement
on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed,
all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee.


 


(e)          The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee
of its duties and responsibilities hereunder.


 


Section 8.11       
Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount customary
for Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


Section 8.12        
Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and
the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America;


 


(ii)          The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement
by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)         The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 






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(iv)         This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations
under this Agreement;


 


(vi)         No litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit
the Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement; and


 


(vii)        No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions
contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot
be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained
would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section 8.13        
Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer
shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity
and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The
Certificate Administrator, Master Servicer and Special Servicer may each conclusively rely on the information provided to them
regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator, Master
Servicer and Special Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced Companion Noteholders
or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders to the extent updated
or correct information regarding the holders of any of the Serviced Companion Noteholders or the most recent identity and/or contact
information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator, Master
Servicer or Special Servicer, as applicable.


 






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Section 8.14        
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents
and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, each Serviced Companion Noteholder,
and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


 


(ii)          The execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the
terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws
or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its
assets;


 


(iii)         The Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance
with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically
and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at
law;


 


(v)          The Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation,
in the Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either
the ability of the Certificate Administrator to perform its obligations under this Agreement or the financial condition of the
Certificate Administrator;


 


(vi)         No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 






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(vii)        No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement
or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order
which has not been obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations
under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder.


 


Section 8.15        
Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect
from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money
laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and
the Master Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain
a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable,
arising out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time to
time such identifying information and documentation as may be available for such party in order to enable the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.


 


[End of Article VIII]


 


Article IX



TERMINATION


 


Section 9.01       
Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than
the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth),
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee,
shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator
and required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or
related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the
purchase or other liquidation by the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer
or the Holders of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price
of all the Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted
by an Independent MAI-designated appraiser selected by the Master Servicer, and approved by more than 50% of the Voting Rights
of the Classes of


 



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Certificates then outstanding (other than the Controlling Class unless the Controlling Class is the only Class
of Certificates then outstanding)) (which approval shall be deemed given unless more than 50% of such Certificateholders object
within twenty (20) days of receipt of notice thereof), (3) the reasonable out-of-pocket expenses of the Master Servicer
with respect to such termination, unless the Master Servicer is the purchaser of such Mortgage Loans and (4) if a Mortgaged Property
secures a Non-Serviced Mortgage Loan and is an “REO property” under the terms of the related Non-Serviced PSA, the
pro rata portion of the fair market value of the related Mortgaged Property, as determined by the related Non-Serviced Master
Servicer in accordance with clause (2) above, minus (b) solely in the case where the Master Servicer is exercising
such purchase right, the aggregate amount of unreimbursed Advances, together with any interest accrued and payable to the Master
Servicer in respect of such Advances in accordance with Section  3.03(d) and Section  4.03(d) and any unpaid
Servicing Fees, remaining outstanding and payable solely to the Master Servicer (which items shall be deemed to have been paid
or reimbursed to the Master Servicer in connection with such purchase) or (iii) if the Certificate Balances and Notional Amounts,
as applicable, of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class
C Certificates have been reduced to zero, the voluntary exchange by the Sole Certificateholder of all the outstanding Certificates
(other than the Class Z and Class R Certificates) and the payment or deemed payment by such exchanging party of the Termination
Purchase Amount) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately
succeeding paragraph; provided, however, that in no event shall the trust created hereby continue beyond the expiration
of twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James’s, living on the date hereof.


 


Following the date on
which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB,
Class X-A, Class X-B, Class A-S, Class B and Class C Regular Interests have been reduced to zero (and provided that there
is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class
R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of
its Certificates (other than the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination
Purchase Amount for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii)
of the first paragraph of this Section 9.01 by giving written notice to all the parties hereto no later than sixty
(60) days prior to the anticipated date of exchange. In the event that the Sole Certificateholder elects to exchange all of its
Certificates (other than the Class Z and Class R Certificates) and pay the Termination Purchase Amount) for all of the Mortgage
Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the preceding sentence, such
Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates is to occur, shall
(i) remit for deposit in the Collection Account an amount in immediately available funds equal to (a) the Termination Purchase
Amount plus (b) all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate
Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or
an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn
from the Distribution Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already
on deposit in the Collection Account, and (ii) be


 



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deemed to pay to the Trust (which amount shall be further deemed distributed
to the Holders of all outstanding Certificates) an amount equal to the Termination Purchase Amount. In addition, the Master Servicer
shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess Interest Distribution
Account on the P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates is to
occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however,
that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such
Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such final
deposits have been made and following the surrender of all its Certificates (other than the Class Z Certificates and Class R Certificates)
on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release
or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans
and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be
necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated
in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed
to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal
Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts
against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage
Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder
to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the
Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders
of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which (A) the aggregate Stated Principal Balance of
the Mortgage Loans and any REO Mortgage Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the
Mortgage Loans as set forth in the Preliminary Statement. This purchase shall terminate the Trust and retire the then-outstanding
Certificates. In the event that the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling
Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO
Property remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the
Holders of the majority of the


 



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Controlling Class or the Holders of the Class R Certificates, as applicable, shall deposit in the
Lower-Tier REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution Date on which the
final distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described purchase
price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a),
which portion shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the Lower-Tier
REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance Date from the Collection Account
pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit in the Collection Account
that would otherwise be held for future distribution. Upon confirmation that such final deposits and payments have been made, the
Custodian shall release or cause to be released to the Master Servicer, the Special Servicer, the Holders of the majority of the
Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans
and shall execute all assignments, endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer,
the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, as shall be necessary
to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Trust
REMICs, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates. For purposes of
this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall
act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with
the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the
other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage Loans
and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such final distribution
on or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution Date upon
which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final payment
and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein
designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Yield Maintenance Charges distributable to the Regular Certificates pursuant
to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b)
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so


 



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presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable
to payments on the Class of Regular Certificates so presented, (ii) to Holders of the Class V1-E, Class V2 and Class Z Certificates
so presented, any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii)  any remaining
amount shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest,
as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution
Account as of the final Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests
and the Class LR Interest in accordance with Sections 4.01(a), 4.01(b), 4.01(c), 4.01(d), 4.01(e)
and Section 4.01(f). Any funds not distributed on such Distribution Date shall be set aside and held uninvested in
trust for the benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid manner and
shall be disposed of in accordance with this Section 9.01 and Section 4.01(h).


 


Section 9.02        
Additional Termination Requirements. (a)  In the event the Master Servicer or the Special Servicer purchases,
or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier
REMIC, Lower-Tier REMIC, the Vinings Village Loan REMIC and the Jameel Road and Kirkwood Center Loan REMIC shall be terminated
in accordance with the following additional requirements, which meet the definition of a “qualified liquidation” in
Section 860F(a)(4) of the Code:


 


(i)           the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the
date of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)          during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates,
the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash;
and


 


(iii)         within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC),
in respect of the Class UR Interest (in the case of the Upper-Tier REMIC), in respect of the Vinings Village Loan REMIC
Residual Interest (in the case of the Vinings Village Loan REMIC) and in respect of the Jameel Road and Kirkwood Center Loan REMIC
Residual Interest (in the case of the Jameel Road and Kirkwood Center Loan REMIC) all cash on hand (other than cash retained to
meet claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 






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[End of Article IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01      
REMIC Administration. (a)  The Certificate Administrator shall make elections or cause elections to be
made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such
election will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of
the calendar year in which the Village Loan REMIC Regular Interest, the Jameel Road and Kirkwood Center Loan REMIC Regular Interest,
Lower-Tier Regular Interests and the Regular Interests are issued. For the purposes of the REMIC election in respect of the Upper-Tier
REMIC, each Class of the Regular Interests shall be designated as the “regular interests” and the Class UR Interest
shall be designated as the sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC
election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular
interests” and the Class LR Interest shall be designated as the sole class of “residual interests” in the
Lower-Tier REMIC. For purposes of the REMIC election in respect of the Vinings Village Loan REMIC, the Vinings Village Loan
REMIC Regular Interest shall be designated as the “regular interest” and the Vinings Village Residual Interest shall
be designated as the sole class of “residual interests” in the Vinings Village Loan REMIC. For purposes of the REMIC
election in respect of the Jameel Road and Kirkwood Center Loan REMIC, the Jameel Road and Kirkwood Center Loan REMIC Regular Interest
shall be designated as the “regular interest” and the Jameel Road and Kirkwood Center Residual Interest shall be designated
as the sole class of “residual interests” in the Jameel Road and Kirkwood Center Loan REMIC. None of the Special Servicer,
the Master Servicer or the Trustee shall permit the creation of any “interests” (within the meaning of Section 860G
of the Code) in any Trust REMIC other than the foregoing interests.


 


(b)          The Closing Date is hereby designated as the “startup day” of the Lower-Tier REMIC and the Upper-Tier REMIC,
and November 2, 2016 is hereby designated as the “startup day” of the Vinings Village Loan REMIC and the Jameel Road
and Kirkwood Center Loan REMIC within the meaning of Section 860G(a)(9) of the Code (collectively and individually, the “Startup
Day”).


 


(c)          The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving
either such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’
or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. By their
acceptance thereof, the Holders of the largest Percentage Interest of the Class R Certificates shall be designated as the “tax
matters person”, in


 



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the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1,
and the “partnership representative”, within the meaning of Section 6223 of the Code (to the extent such provision
is applicable to the Trust REMICs) of each Trust REMIC. By their acceptance thereof, the Holders of the largest Percentage Interest
of the Class R Certificates hereby agree to irrevocably appoint the Certificate Administrator as their agent to perform all of
the duties of the “tax matters person” and “partnership representative” for the Trust REMICs.


 


(d)          The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax
Returns that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign
(and the Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall
be borne by the Certificate Administrator without any right of reimbursement therefor.


 


(e)          The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate
such information as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person
who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders
such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original
issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service,
in respect of each Trust REMIC, Form 8811, within thirty (30) days after the Closing Date.


 


(f)           The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within
the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer
shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result
in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions”
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of
the Code, but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse
REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking
to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such
action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense
of the Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust,
any Trust REMIC created hereunder, endanger such status or, unless the Certificate Administrator determines in its sole discretion
to indemnify the Trust against such tax, result in the imposition of such a tax (not including a tax on “net income from
foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to
which the Certificate Administrator


 



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has advised it in writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement,
but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the
Certificate Administrator will to the extent within its control and the scope of its duties more specifically set forth herein,
maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3)
of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)          In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO
Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by
the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer
shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from
the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to
be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at
the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate
Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from
any “prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any
Trust REMIC after the Closing Date that is subject to tax under Section 860G(d) of the Code and use such income or amount,
to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid
in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or
local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to
the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier
Regular Interests, the Vinings Village Loan REMIC Regular Interest or the Jameel Road and Kirkwood Center Loan REMIC Regular Interest,
to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders
of the Class R Certificates in respect of the Class LR Interest, the Vinings Village Residual Interest and the Jameel Road
and Kirkwood Center Residual Interest, respectively in the manner specified in Section 4.01(b) and (y) in the
case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner specified in Section 4.01(a)
or Section 4.01(b), as applicable, to the extent they are fully reimbursed for any Realized Losses arising therefrom and
then to the Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer shall be responsible for any taxes imposed on any Trust REMIC except
to the


 



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extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement which breach constitutes
willful misconduct, bad faith, or negligence by such party.


 


(h)          The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records
with respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)           Following the Closing Date, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets
to any Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense
of the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event to occur.


 


(j)           Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC
will receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets
other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments”
as defined in Section 860G(a)(5) of the Code.


 


(k)          Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” by which (i) the Certificate Balance or Notional Amount of each Class of Regular Interests representing a “regular
interest” in the Upper-Tier REMIC would be reduced to zero, (ii) the Lower-Tier Principal Amount of each Class of
Lower-Tier Regular Interests representing a “regular interest” in the Lower-Tier REMIC would be reduced to zero
and (iii) the principal balance of the Vinings Village Loan REMIC Regular Interest or the Jameel Road and Kirkwood Center Loan
REMIC Regular Interest would be reduced to zero is the date that is the Rated Final Distribution Date.


 


(l)           None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure
of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this
Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account
or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as applicable, has determined in its sole discretion to indemnify the Trust against such tax, cause the
Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)         The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate
Administrator is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of
the Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section


 



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6225 of the Code
(or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed
on any Holder of Class R Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring such Certificate,
to any such elections.


 


Section 10.02      
Use of Agents. (a)  The Trustee shall execute all of its obligations and duties under this Article X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X
either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)          The Certificate Administrator may execute any of its obligations and duties under this Article X either directly
or by or through agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03      
Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The Depositor
shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request
from the Certificate Administrator, all information, forms or data that the Certificate Administrator reasonably determines to
be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price,
yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)          The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section 10.04      
Appointment of REMIC Administrators. (a)  The Certificate Administrator may appoint at the Certificate
Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate
Administrator in performing the functions set forth in Section 10.01 herein. The Certificate Administrator shall cause
any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator
shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator
shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall
remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable
to the Certificate Administrator and must be organized and doing business under the laws of the United States of America or of
any State and be subject to supervision or examination by federal or state authorities. In the absence of any other Person appointed
in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance
with the terms hereof. If Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank,
National Association shall be terminated as REMIC Administrator.


 






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(b)          Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding
to the corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution
or filing of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)          Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation
to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the
Certificate Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and
shall mail notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator
shall be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon
acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or
liability for any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01     
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI
of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes
a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The
Depositor shall not exercise its rights to request delivery of information or other performance under these provisions other than
in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations
of the requirements of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its
staff, and agree to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization
that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such
evolving interpretations of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”).
In connection with the CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-NXSR,
and any Other


 






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Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the
Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with
the Depositor and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of
any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor
or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable
(including any of its assignees or designees), any and all statements, reports, certifications, records and any other information
(in its possession or reasonably attainable) necessary in the reasonable good faith determination of the Depositor or such Other
Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB,
together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian,
the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing
of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related
Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period
of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable
advance written request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any
related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise
commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal
action against such third party in connection with such obligation.


 


Section 11.02      
Succession; Subcontractors. (a)  As a condition to the succession to the Master Servicer and Special Servicer
or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a servicer as contemplated
by Item 1108(a)(2)) as servicer or sub-servicer under this Agreement by any Person (i) into which the Master Servicer
and Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor
to the Master Servicer and Special Servicer or to any such Sub-Servicer, the person removing and replacing the Master Servicer
and Special Servicer shall provide to the Depositor, the Certificate Administrator and each Other Depositor, as applicable, at
least fifteen (15) calendar days prior to the effective date of such succession or appointment (or such shorter period as
is agreed to by the Depositor), (x) written notice to the Depositor, the Other Depositor and the Other Certificate Administrator
of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all
information relating to such successor reasonably requested by the Depositor, the Other Depositor and the Other Certificate Administrator
in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such
reports under the Exchange Act are required to be filed under the Exchange Act); provided, however that if disclosing
such information prior to such effective date would violate any applicable law or confidentiality agreement, the Master Servicer,
the Special Servicer or any Additional Servicer, as the case may be, shall submit such disclosure to the Depositor and the Other
Depositor no later than the first Business Day after the effective date of such succession or appointment.


 


(b)          Each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor (subject to
Section 3.26(t)) and the Certificate Administrator


 






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(each of the Master Servicer, the Special Servicer, the Trustee, the
Operating Advisor and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02,
a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder.
If such Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon written request provide to the
Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any
Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory
to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor
and (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such
Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant,
such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into
a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and
any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related
Serviced Companion Loan) to comply with the provisions of Section 11.10 and Section 11.11 of this Agreement
to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant engaged by such
Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable efforts to obtain,
and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall obtain from each such
Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report and related accountant’s
attestation required to be delivered by such Subcontractor under Section 11.10 and Section 11.11, in each
case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor
to perform any of its obligations hereunder.


 


(c)          Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection
with the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such
Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor
meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding
sentence, that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer
for purposes of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until notice is given
to the Depositor and the Certificate Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect
to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days after such written notice
is received by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by the Depositor). Such
notice shall contain all information reasonably necessary to enable the Certificate Administrator to accurately and timely report
the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 






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(d)          In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may
be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written
notice to the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30)
calendar days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable
law or any applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and
shall furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory
to the Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately
and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)          Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer
and/or any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to
Regulation AB, the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause
such Sub-Servicer to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)           Any information furnished pursuant to this Section 11.02 shall also be provided to each Other Depositor and
each Other Certificate Administrator (to the extent the information relates to a party that services, specially services or is
trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section 11.03     
Filing Obligations. (a)  The Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection
with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04,
11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the
Depositor any Forms 8-K, 10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely filing
thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval
(“EDGAR”) system) such Forms executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)          In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion
of any Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information
was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25
and a Form 10-D/A,


 



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Form
ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the
Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction
of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the
event that any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended, the Certificate
Administrator will notify the Depositor, and such other parties as needed and the parties hereto will cooperate with the Certificate
Administrator to prepare any necessary Form 8-K/A, Form 10-D/A, Form ABS-EE/A or Form 10-K/A. Any Form 15,
Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K shall be signed by an officer
of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties
under this Section 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment
to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon the parties observing all applicable deadlines
in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08,
11.09, 11.10 and 11.11 of this Agreement. The Certificate Administrator shall have no liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely
file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or
any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith
or willful misconduct.


 


Section 11.04      
Form 10-D and Form ABS-EE Filings. (a)  Within fifteen (15) days after each Distribution Date
(subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the
Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate
Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure
in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no
duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting,
direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto
shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may
be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable;
provided that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB
shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date
on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with


 






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such Additional Form 10-D
Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to
the reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the
Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D
Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email
to cts.sec.notifications@wellsfargo.com (or such other e-mail address as the Certificate Administrator may instruct) or by facsimile
to 410-715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible
for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange
Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified
Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent
Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central
Index Key” for each such filer and (iii) to the extent such information is provided to the Certificate Administrator by the
Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time
period specified in Section 11.04 hereof) and the Collection Account as of the related Distribution Date and as of
the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account
and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution
Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase
Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph.


 





Form 10-D requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com, no later than the
5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions
should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing
and/or filing any such report.


 





With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it, to the extent such information is received by the Certificate Administrator from the Master Servicer or
the Special Servicer, as applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional Debt or mezzanine
debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage ratio calculated
on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated
on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 





The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Forms 10-D
and ABS-EE for each reporting period: Name: Chuck Lee, Telephone: (212) 538-1807. The Certificate Administrator may rely without
further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator
with a new individual’s name and phone number in writing.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate
Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period in which such Asset
Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s Website
not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include under Item 1B on the Form 10-D relating
to the reporting period in which such request was received a Special Notice regarding the request to communicate, and such Special
Notice is required to include the following and no more than the following: (a) the name of the Certificateholder or Certificate
Owner making the request, (b) the date the request was received, (c) a statement to the effect that the Certificate Administrator
has received such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders
or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method
other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner. Disclosure
in substantially the following form shall be deemed to satisfy the requirements in the preceding sentence: “On [date], the
Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate with other Certificateholders
and Certificate Owners in the securitization transaction to which this report on Form 10-D relates (the “Securitization”).
The requesting Certificateholder or Certificate Owner is interested in communicating with other Certificateholders and Certificate
Owners with regard to the possible exercise of rights under the pooling and servicing agreement governing the Securitization. Other
Certificateholders and Certificate Owners may contact the requesting Certificateholder or Certificate Owner at [telephone number],
[email address] and/or [mailing address].”


  


(b)          After preparing the Form 10-D and Form ABS-EE, the Certificate Administrator shall forward electronically copies of
the Form 10-D and Form ABS-EE to the Depositor for review no later than ten (10) calendar


 



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days
after the related Distribution Date or, if the 10th calendar day after the related Distribution Date is not a Business Day, the
immediately preceding Business Day. Within two (2) Business Days after receipt of such copies, but no later than the two (2) Business
Days prior to the 15th calendar day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 10-D and Form ABS-EE, respectively, and,
a duly authorized officer of the Depositor shall sign the Form 10-D and Form ABS-EE and return an electronic or fax copy
of such signed Form 10-D and Form ABS-EE (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. Alternatively, if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the
Certificate Administrator manually signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K
under the Securities Act, and certified copies of a resolution of the Depositor’s board of directors authorizing such power
of attorney, each to be filed with each Form 10-D and each Form ABS-EE, as applicable, in which case the Certificate Administrator
shall sign such Forms 10-D and Forms ABS-EE, as applicable, as attorney in fact for the Depositor. As provided in (c)Section 11.04(c),
the Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the
filing of the related Form 10-D. If a Form 10-D or Form ABS-EE cannot be filed on time or if a previously filed Form 10-D
or Form ABS-EE needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator shall make available on its Internet website a final
executed copy of each Form 10-D and Form ABS-EE filed by the Certificate Administrator. The signing party at the Depositor
for any Form 10-D or Form ABS-EE can be contacted at Credit Suisse Commercial Mortgage Securities Corp., 11 Madison Avenue, New
York, New York 10010 Attention: Chuck Lee, fax number: (212) 322-0965, email: chuck.lee@credit-suisse.com, with copies to: Credit
Suisse, Commercial Real Estate & CMBS, One Madison Ave, 9th Floor, New York, New York 10010, Attention: Sarah Nelson, fax
number: (212) 743-2823, email: sarah.nelson@credit-suisse.com. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.04(b) and Section 11.04(c) related
to the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable, is contingent upon such parties observing
all applicable deadlines in the performance of their duties under this Section 11.04(b) and Section 11.04(c).
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising
out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D or such
Form ABS-EE, respectively, where such failure results from the Certificate Administrator’s inability or failure to receive,
on a timely basis, any information from any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D
or such Form ABS-EE, respectively, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)          Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act
and the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE
required to be filed with the Commission and incorporated by reference in either the preliminary Prospectus or the final Prospectus.
The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received
by the Certificate Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate
Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d),
the Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator
shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate
Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information
contained in any CREFC® 


 






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Schedule
AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate Administrator shall forward electronically
a copy of such Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional File received
by the Certificate Administrator) concurrently with the related Form 10-D to the Depositor for review and approval. Any questions
are to be directed to ssreports@wellsfargo.com (or such other email address or phone number provided to the Certificate Administrator
and Depositor by written notice from the Master Servicer). The Master Servicer shall reasonably cooperate with the Depositor to
answer any reasonable questions that the Depositor may pose to the Master Servicer regarding the data or information contained
in any CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding data that is in the
Initial Schedule AL File, Initial Schedule AL Additional File or Annex A-1 to the Prospectus) as of the time the Master Servicer
delivered such CREFC® Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate Administrator.
The Certificate Administrator, the Master Servicer and the Depositor, as applicable, shall each, to the extent related to such
party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule
AL File or any Schedule AL Additional File promptly.


 






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Section 11.05   
Form 10-K Filings. (a)  Within ninety (90) days after the end of each fiscal year of the Trust
(it being understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required
by the Exchange Act (the “10-K Filing Deadline”), commencing in March 2017, the Certificate Administrator
shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each
such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate
Administrator within the applicable time frames set forth in this Agreement:


 


(i)           an annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian and each Additional Servicer, as described under Section 11.09;


 


(ii)          (A)  the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other
Servicing Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Custodian or Trustee, as described under Section 11.10; and


 


(B)         if any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies
any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment
of compliance with servicing criteria described under Section 11.10 is not included as an exhibit to such Form 10-K,
disclosure that such report is not included and an explanation why such report is not included;


 


(iii)         (A) the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant
utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the
Trustee, as described under Section 11.11; and


 


(B)         if any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an
explanation why such report is not included; and


 






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(iv)         a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate
as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall,
except as described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and
the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and
approval. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
(or such other e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


As set forth on Exhibit CC
hereto, no later than March 1 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in March 2017, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator
and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual
knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator, the
Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the
parties listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional
Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit CC of their duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable expenses incurred
by the Trustee and the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K
pursuant to this paragraph.


 


Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.”  The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all
such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past
ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than March 15th with respect to
the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)          After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business


 



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Days prior to the 10-K Filing Deadline. Within three (3) Business
Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge
of securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at Credit Suisse Commercial Mortgage Securities Corp., 11 Madison Avenue, New
York, New York 10010 Attention: Chuck Lee, fax number: (212) 322-0965, email: chuck.lee@credit-suisse.com, with copies to: Credit
Suisse, Commercial Real Estate & CMBS, One Madison Ave, 9th Floor, New York, New York 10010, Attention: Sarah Nelson, fax number:
(212) 743-2823, email: sarah.nelson@credit-suisse.com. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.05 related to the timely preparation and filing of Form 10-K
is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or utilized,
as applicable, by any such parties) observing all applicable deadlines in the performance of their duties under this Section 11.05.
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where
such failure results from the Certificate Administrator’s failure to receive, on a timely basis, any information from the
parties to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any such parties) needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)          Upon written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate
Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received
notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other
Depositor, the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


(d)          Any notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be
provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates
to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan)
in the same time frame as set forth in this Section 11.05.


 


Section 11.06     
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the
form attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as
the Trust or the trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Asset Representations Reviewer (in the case
of the Asset Representations Reviewer, solely with


 



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respect to reporting periods in which the Asset Representations Reviewer is
required to deliver an Asset Review Report Summary) and the Operating Advisor shall provide, and (i) with respect to each
Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable, that is a Servicing Function Participant
use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other
Servicing Function Participant with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans, shall cause
such Servicing Function Participant to provide, to the Person who signs the Sarbanes-Oxley Certification for the Trust or any
Other Securitization that includes a Serviced Companion Loan (individually and collectively, the “Certifying Person”),
on or before March 1 of each year commencing in March 2017, a certification in the form attached hereto as Exhibits Z-1,
Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance Certification”),
as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer (if the Certifying
Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely. In addition, in the event that any Companion Loan (other than
a Non-Serviced Companion Loan) is deposited into this trust and deposited into a commercial mortgage securitization (an “Other
Securitization”) and the Reporting Servicer is provided with timely and complete contact information for the parties
to the other securitizations, each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide
to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization a certification in form
and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable Performance
Certification, but solely with respect to the related Companion Loan) on which Person, the entity for which the Person acts as
an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. With
respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley
Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee
in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance
certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the
Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if
applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10
and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that
each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants
of such Reporting Servicer to enable such accountants to render the certificates provided for in Section 11.11. In
the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing
agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying
Person pursuant to this Section 11.06 with respect to the period of time it was subject to this Agreement or the applicable
sub-servicing or primary servicing agreement, as the case may be. Each such Performance Certification shall be provided in
EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator, any affected
Other Depositor and Other Certificate Administration and such providing parties.


 



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Notwithstanding the foregoing, nothing in this
Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of
any information provided to such Reporting Servicer by third parties (other than an Additional Servicer or a Sub-Servicer appointed
pursuant to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s knowledge
and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of
information and reports, to certify anything other than that all fields of information called for in written reports prepared by
such Reporting Servicer have been completed except as they have been left blank on their face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each
Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver
any certification under this Section 11.06 shall be obligated to do so.


 


Section 11.07      
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on
Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor and to the extent
it receives the Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file
on behalf of the Trust any Form 8-K, as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com,
provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates.
Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K
Disclosure Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no
duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K,
absent such reporting, direction and approval.


 


As set forth on Exhibit DD
hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York
City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD
hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format
agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information,
if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure
Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information
on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or
procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses
incurred by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information
on Form 8-K pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered
by email to


 



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cts.sec.notifications@wellsfargo.com or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later
than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after
having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no
later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later
than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall
sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard
copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will, make available on its Internet website a final executed
copy of each Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Credit
Suisse Commercial Mortgage Securities Corp., 11 Madison Avenue, New York, New York 10010 Attention: Chuck Lee, fax number: (212)
322-0965, email: chuck.lee@credit-suisse.com, with copies to: Credit Suisse, Commercial Real Estate & CMBS, One Madison Ave,
9th Floor, New York, New York 10010 Sarah Nelson, fax number: (212) 743-2823, email: sarah.nelson@credit-suisse.com. The parties
to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07
related to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines
in the performance of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator
shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange
for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special
Servicer, as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by
such Master Servicer or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer
to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the
Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day after
its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible
Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the


 



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reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K
Disclosure Information.


 


Any notice and/or information
furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to each Other Depositor and
each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party
that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth
in this Section 11.07.


 


Section 11.08      
Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice
to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator
shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange
Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend
such reporting obligations. With respect to any reporting period occurring after the filing of such form, the obligations of the
parties to this Agreement under Section 11.04, Section 11.05 and Section 11.07 shall be suspended
and reports or certifications due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th
of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto
that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide notice
to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate Administrator shall recommence
preparing and filing reports on Forms 10-K, 10-D, ABS-EE and 8-K as required pursuant to Section 11.04,
Section 11.05 and Section 11.07, and all parties’ obligations under this Article XI shall
recommence.


 


Section 11.09      
Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee
shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each
such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer,
cause (or in the case of a sub-servicer that is also a Servicing Function Participant that a Mortgage Loan Seller requires the
Master Servicer to retain, to use commercially reasonable efforts to cause) such Additional Servicer to deliver to and (ii) with
respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage
Loans, cause such Additional Servicer to deliver to), on or before March 1st of each year, commencing in March 2017,
deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator when
made available on its Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5
Information Provider’s Website), an Officer’s Certificate, in the form attached hereto as Exhibit HH (or
such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that
(A) a review of such Certifying Servicer’s activities during a reporting period consisting of the preceding calendar
year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing
agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such


 



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officer’s supervision
and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its
obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an
Additional Servicer, in all material respects throughout such reporting period, or, if there has been a failure to fulfill any
such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.
Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor,
the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional
Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, cause (or, in the case of a sub-servicer that
a Mortgage Loan Seller requires the Master Servicer to retain, to use commercially reasonable efforts to cause) such Additional
Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of
the Certificate Administrator, make a copy of each such statement available on its Internet website) to the Directing Certificateholder
(prior to the occurrence of a Consultation Termination Event) and the 17g-5 Information Provider. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from
the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance
similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate,
the Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the
nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered
into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or
Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The
obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer
and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer
or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional
Servicer at the time such Officer’s Certificate is required to be delivered. None of the Master Servicer, Special Servicer
or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long
as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor)
that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization
for the preceding calendar year.


 


In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect
to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable
servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any
other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the
period of time that the Master Servicer, the Special Servicer,


 






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the Trustee or the Certificate Administrator was subject to this
Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any certificate, statement,
report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party
that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth
in this Section 11.09.


 


Section 11.10      
Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 1st
of each year, commencing in March 2017, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall not
be required to deliver an assessment of compliance with respect to any period during which there was no relevant servicing criteria
applicable to it), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its
own expense, shall furnish (and each such party shall (i)  with respect to each Initial Sub-Servicer engaged by such Master
Servicer, Special Servicer, Trustee, Operating Advisor, Custodian or Certificate Administrator that is a Servicing Function Participant,
use commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each
other Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans,
cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy
shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the
Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially in the form of
Exhibit II or such other form provided by such Reporting Servicer that complies in all material respects with the requirements
of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains
(A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria,
(B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing
Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for
the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05,
including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each
such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an
attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for
such period. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts
to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on
the 


 



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Closing Date. Promptly after receipt
of each such report, (i) the Depositor may review each such report and, if applicable, consult with each Reporting
Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable to it
(and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and
(ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing
Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function
Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it
has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other
Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust of the trust for any Other
Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined
Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)          The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)          No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special
Servicer shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional
Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial
Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each
Mortgage Loan Seller as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated
Exhibit GG, and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will
be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to
Section 11.10(a), the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating
Advisor, as applicable, will also at such time include the assessment (and related attestation pursuant to Section 11.11)
of each Servicing Function Participant engaged by it.


 


In the event the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an
Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is
terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with


 



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respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the
Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time
that the Additional Servicer was subject to such other servicing agreement.


 


(d)          The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination
Event or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)          Any certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished
pursuant to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to
the extent such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced
Companion Loan) in the same time frame as set forth in this Section 11.10.


 


Section 11.11      
Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year,
commencing in March 2017, the Master Servicer, the Special Servicer, the Trustee (provided, however, that the Trustee
shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall
cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special
Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable
efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant,
as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee,
the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant to
Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence and continuance
of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than the second Business Day
following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it
has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assertion
that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an
examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it
is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria
applicable to it was


 



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fairly stated in all material respects. In the event that an overall opinion cannot be expressed, such registered
public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s
attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under
the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language.
With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies
of such statement will be provided by the Certificate Administrator in accordance with Section 3.13(b). Such report
shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator
and the providing parties.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as
to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to
this Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and notify
the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Custodian nor any Additional Servicer shall be required to deliver, or shall be required to cause the
delivery of such reports until April 15th in any given year so long as it has received written confirmation from the Depositor
that a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Any notice, report, assessment
of compliance, statement, certificate and/or information furnished or required to be furnished pursuant to this Section 11.11
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information
relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this ‎Section 11.11.


 


Section 11.12       
[Reserved].


 


Section 11.13      
Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian, the Asset Representations Reviewer and the Operating Advisor shall indemnify and hold harmless each Certification Party
from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer,
the Special


 



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Servicer, the Trustee, the Operating Advisor, the Custodian, the Asset Representations Reviewer or the Certificate
Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith or willful
misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the Asset
Representations Reviewer or the Certificate Administrator in the performance of such obligations, or (iii) delivery of any Deficient
Exchange Act Deliverable.


 


The Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each
other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from
and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations
to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation
reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful
misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b))
to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient Exchange
Act Deliverable.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator, the Asset Representations
Reviewer and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it
to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for the Depositor
or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any material instances
of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act,
the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator, the Trustee, a Servicing Function
Participant, the Asset Representations Reviewer or an Additional Servicer, as applicable (“Affected Reporting Party”),
(y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information is contained
in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are received subsequent
to the Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly provide
to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting Party
shall be responsible for timely preparing a written response to the Commission or its staff for inclusion in the


 



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Depositor’s
or any Other Depositor’s response to the Commission or its staff, unless such Affected Reporting Party elects, with the consent
of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed), to
directly communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff;
provided, however, that if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer
retained by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this Section 11.13.
If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or
resolution with the Commission or its staff in a timely manner; provided that (i) such Affected Reporting Party shall use
reasonable efforts to keep the Depositor or any Other Depositor informed of its progress with the Commission or its staff and copy
the Depositor or any Other Depositor on all correspondence with the Commission or its staff and provide the Depositor or any Other
Depositor with the opportunity to participate (at the Depositor’s or any Other Depositor’s expense) in any telephone
conferences and meetings with the Commission or its staff and (ii) the Depositor or any Other Depositor shall cooperate with any
Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate
directly with the Commission or its staff with respect to any comments from the Commission or its staff relating to such Affected
Reporting Party and to notify the Commission or its staff of such authorization. The Depositor or any Other Depositor and the Affected
Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission or its staff
for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred
by the Depositor or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or any
Other Depositor, as the case may be) in connection with the foregoing (other than those costs and expenses required to be at the
Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission or its staff related
thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor
or any Other Depositor, as the case may be. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian,
the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is
a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with
respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into
a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing by inclusion of similar
provisions in the related sub-servicing or similar agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under the
applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct
in connection therewith. The


 



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Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate
Administrator that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which
it has entered into a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the
foregoing indemnification and contribution obligations. This Section 11.13 shall survive the termination of this Agreement
or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian
or the Certificate Administrator.


 


Section 11.14      
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to
Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within the
commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s
Certificates, Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities,
a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent
of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that the reports
and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall
not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion
Loan Securities, without a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Section 11.15      
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or
the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via fax, notwithstanding
the provisions of Section 13.05, to Credit Suisse Commercial Mortgage Securities Corp., 11 Madison Avenue, New York,
New York 10010 Attention: Chuck Lee, fax number: (212) 322-0965, email: chuck.lee@credit-suisse.com, with copies to: Credit Suisse,
Commercial Real Estate & CMBS, One Madison Ave, 9th Floor, New York, New York 10010 Sarah Nelson, fax number: (212) 743-2823,
email: sarah.nelson@credit-suisse.com.


 


Section 11.16      
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu
Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan
Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such


 






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permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108
of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information as may be reasonably
necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer understands that such information may be included in the offering material related to a Regulation AB
Companion Loan Securitization and agrees to negotiate in good faith an agreement (subject to the final sentence of this sub-section)
to indemnify and hold the related depositor and underwriters involved in the offering of the related Certificates harmless for
any costs, liabilities, fees and expenses incurred by the depositor or such underwriters as a result of any material misstatements
or omissions or alleged material misstatements or omissions in any such offering material to the extent that such material misstatement
or omission was made in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee
individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate
Administrator (where such information pertains to the Certificate Administrator individually and not to any specific aspect of
the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer (where such information
pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations
under this Agreement) and the Special Servicer (where such information pertains to the Special Servicer individually and not to
any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor,
underwriters or Mortgage Loan Seller (or permitted transferee) as required by this clause (a). Notwithstanding the foregoing, to
the extent that the information provided by the Trustee, the Certificate Administrator the Master Servicer or the Special Servicer,
as applicable, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization is substantially
and materially similar to the information provided by such party with respect to the offering materials related to this transaction,
subject to any required changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB, such
party shall be deemed to be in compliance with this Section 11.16(a). Any indemnification agreement executed by the
Trustee, the Certificate Administrator the Master Servicer or Special Servicer in connection with the Regulation AB Companion Loan
Securitization shall be substantially similar to the related indemnification agreement executed in connection with this Agreement.
It shall be a condition precedent to any party’s obligations otherwise set forth above that the applicable Mortgage Loan
Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than ten (10)
Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause to be paid,
the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in reviewing and/or
causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)          Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties


 



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(which request or notice may be given once
at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with the
depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form 10-D, Form ABS-EE and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization
files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate
administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such
time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information
relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall
consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer shall
consult with any sub-servicer appointed with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator,
such Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the time periods for
preparation of the Form 10-D and Form ABS-EE reports in the documentation for such Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party
in Article XI of this Agreement (other than this Section 11.16) with respect to the comparable timing, reporting and
attestation requirements contemplated in this Section 11.16(b) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.16(b).


 


(c)          Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to any
event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two Business
Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with
the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.16)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.16(c)
with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.16(c).


 






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(d)          
On or before March 1 of each year (or February 29 if a leap year) during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice may be given
once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), provide, with
respect to itself, to the trustee or certificate administrator, as applicable, under such Regulation AB Companion Loan Securitization,
to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing criteria
to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation report
on such Person’s assessment of compliance with the applicable servicing criteria to the extent required pursuant to Item
1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding
the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this
Section 11.16) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.16(d)
with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.16(d).


 


(e)           
On or before March 1 of each year during which a Regulation AB Companion Loan Securitization is required to file an annual
report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced
Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself,
to the trustee or certificate administrator under the such Regulation AB Companion Loan Securitization, upon request or notice
from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization
instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer compliance statement
signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding the
foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may
be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article
XI of this Agreement (other than this Section 11.16) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.16(e) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.16(e).


 






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(f)           
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity
limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee),
depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization
harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.16(b), (c), (d) or (e) above.


 


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and
such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required to be provided
by the Master Servicer or Special Servicer pursuant to this Section 11.16, even if such Sub-Servicer is not otherwise
required to provide such information, reports or certificates to any Person in order to comply with Regulation AB. Such information,
reports or certificates shall be provided to the Master Servicer or Special Servicer, as applicable, no later than two Business
Days prior to the date on which the Master Servicer or Special Servicer, as applicable, is required to deliver its comparable information,
reports, statements or certificates pursuant to this Section 11.16.


 


(g)           With
respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified the
Master Servicer and Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of
Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization that
includes such Serviced Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial
statements of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any
calendar year) from the Mortgagor or Special Servicer, beginning with the first calendar quarter following receipt of such
notice from the Other Depositor, or the updated financial statements of such “significant obligor” for any
calendar year, beginning for the calendar year following such notice from the Other Depositor, as applicable, the Master
Servicer shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior to the related
“significant obligor” NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more
Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days
prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the
“significant obligor”, together with the net operating income of such “significant obligor” for the applicable period as calculated by the Master Servicer in accordance with CREFC®
guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior to the related Significant
Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of the “significant obligor”, together with the net operating
income of such


 



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“significant obligor” for
the applicable period as reported by the related Mortgagor in such financial statements.


 


If the Master Servicer
does not receive such financial information of any such “significant obligor” (identified to it as such by the Other
Depositor in accordance with the preceding paragraph) within ten (10) Business Days after the date such financial information is
required to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify the Other Depositor with respect
to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause any related Sub-Servicing
Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is
a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master
Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations
of such Other Depositor under the Exchange Act) to obtain the periodic financial statements required to be delivered by the related
Mortgagor under the related Mortgage Loan documents.


 


The Master Servicer shall
(and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that
such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the
required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or
Form 10-K, as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing
its attempts to obtain this information to the certificate administrator and Other Depositor related to such Other Securitization.
This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified
in the related Other Pooling and Servicing Agreement.


 


(h)          
With respect to the MY Portfolio Whole Loan, the Master Servicer or the Special Servicer, as applicable, shall deliver to
any related Other Master Servicer, Other Special Servicer and Other Trustee (i) notice of any Appraisal Reduction Event promptly
following the occurrence thereof and (ii) a statement of any Appraisal Reduction Amount or Collateral Deficiency Amount promptly
following the calculation thereof.


 


Section 11.17   
[Reserved].


 


Section 11.18   
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be
subject to a Servicer Termination Event pursuant to clause (x) of the definition thereof prior to the expiration of the grace
period applicable to such party’s obligations under Article XI as provided for in such clause (x) nor shall
any such party be deemed to not be in compliance under this Agreement, during any grace period under this Article XI
as provided for in such clause (x); provided that if any such party fails to comply with the delivery requirements of this Article XI
by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master
Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (x) of the definition
thereof prior to the expiration of the grace period


 



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applicable to such party’s obligations under this Article XI
as provided for in such clause (x) nor shall any such party be deemed to not be in compliance under this Agreement, for failing
to deliver any item required under this Article XI by the time required hereunder with respect to any reporting period
for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 


[End of Article XI]


 


Article XII



the asset representations reviewer


 


Section 12.01   
Asset Review.


 


(a)           
On or prior to each Distribution Date, based on either the CREFC® Delinquent Mortgage Loan Status Report
or the CREFC® Loan Periodic Update File, the Certificate Administrator shall determine if an Asset Review Trigger
has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide written
notice to the Asset Representations Reviewer and to all Certificateholders and each other party to this Agreement. Any notice required
to be delivered to the Certificateholders pursuant to this Section 12.01 shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing to their addresses appearing in the Certificate
Register and by delivering such notice via the Depository. The Certificate Administrator shall include in the Form 10-D relating
to the distribution period in which the Asset Review Trigger occurred a description of the events that caused the Asset Review
Trigger to occur. On each Distribution Date after providing such notice to Certificateholders, the Certificate Administrator, based
on information provided to it by the Master Servicer, shall determine whether (1) any additional Mortgage Loan has become
a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) an Asset Review Trigger has ceased
to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver
written notice of such information (which may be via email) in the form of Exhibit SS within two (2) Business Days to the
Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


If Certificateholders
(other than Holders of the RRI Interest) evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate
Administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written
direction requesting a vote to commence an Asset Review (such written direction, the “Asset Review Vote Election”),
then the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and to all
Certificateholders and conduct a solicitation of votes to authorize an Asset Review. Upon the affirmative vote to authorize an
Asset Review of Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt of
the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly
provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder,
the Risk Retention Consultation Party and the other Certificateholders (the “Asset Review Notice”). Upon receipt
of an Asset Review Notice, the Asset Representations


 



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Reviewer shall request access to the Secure Data Room by providing to the
Certificate Administrator a certification in the form attached hereto as Exhibit RR. Upon receipt of such certification,
the Certificate Administrator shall promptly (and in any case within two (2) Business Days after such receipt) grant the Asset
Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within
such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a
vote for an Asset Review and the Asset Representations Reviewer shall not be required to review any Delinquent Loan unless and
until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) an
additional Asset Review Trigger has occurred as a result or otherwise is in effect, (C) the Certificate Administrator has
timely received an Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence
and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause
(C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder
may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket
expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the
Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the
foregoing through an agent.


 


(b)          
(i) If an Affirmative Asset Review Vote has occurred, the Certificate Administrator shall promptly provide written notice
thereof to all parties to this Agreement, the Underwriters, Sponsors, the Directing Certificateholder, the Risk Retention Consultation
Party and all other Certificateholders. Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1) through
(5) for non-Specially Serviced Loans), the Master Servicer (with respect to clause (7) for non-Specially Serviced Loans) and the
Special Servicer (with respect to Specially Serviced Loans), in each case to the extent in such party’s possession, shall
promptly, but in no event later than ten (10) Business Days (except with respect to clause (7)) after receipt of such notice from
the Certificate Administrator, provide the following materials to the Asset Representations Reviewer (collectively, with the Diligence
Files, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement posted to
the Secure Data Room by the Certificate Administrator pursuant to Section 4.08 or to the Certificate Administrator’s
Website pursuant to Section 3.13(b), as applicable, the “Review Materials”):


 


(1)        
a copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent
Loan that is subject to an Asset Review;


 


(2)        
a copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor
of the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)        
a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review,
if not already covered pursuant to items (1) or (2) above;


 






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(4)        
a copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to
each Delinquent Loan that is subject to an Asset Review;


 


(5)        
a copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction
related to each Delinquent Loan that is subject to an Asset Review;


 


(6)        
copies of all Asset Status Reports and Final Asset Status Reports related to each Delinquent Loan to the extent previously
prepared by the Special Servicer; and


 


(7)        
any other related documents or agreements that are reasonably requested by the Asset Representations Reviewer to be delivered
by the Master Servicer or the Special Servicer, as applicable, in the time frames as otherwise described below.


 


(ii)         In the event that, as part of an Asset Review of any Mortgage Loan, the Asset Representations Reviewer determines that it
is missing any documents or agreements that are required to be a part of the Review Materials for such Mortgage Loan or that were
entered into or delivered in connection with the origination or a modification of such Mortgage Loan and, in each case that are
necessary in connection with its completion of any such Asset Review, the Asset Representations Reviewer shall promptly, but in
no event later than ten (10) Business Days after receipt of the Review Materials, notify the Master Servicer (with respect to non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents and
agreements, and request the Master Servicer or the Special Servicer, as applicable, promptly, but in no event later than ten (10)
Business Days after receipt of such notification from the Asset Representations Reviewer, to deliver to the Asset Representations
Reviewer such missing documents and agreements to the extent in its possession. In the event any missing documents or agreements
are not provided by the Master Servicer or Special Servicer, as applicable, within such ten (10) Business Day period, the Asset
Representations Reviewer shall contact the related Mortgage Loan Seller to request such documents or agreements from the Mortgage
Loan Seller. The Mortgage Loan Seller will be required to deliver such additional documents and agreements only to the extent in
the possession of such Mortgage Loan Seller.


 


(iii)       The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it
by a Person that is not a party to this Agreement or the related Mortgage Loan Seller, and shall do so only if such information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information,
“Unsolicited Information”) conducted pursuant to this Section 12.01 hereof.


 


(iv)       Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Review Materials with respect
to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence an Asset Review. The Asset
Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the related Mortgage
Loan Seller with respect to such


 



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Delinquent Loan in accordance with the Asset Review Standard and the procedures set forth on Exhibit
QQ (each such procedure, a “Test”). Once an Asset Review of a Mortgage Loan is completed, no further Asset
Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue
to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative
Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)          No Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer
shall not be required to review any information other than (x) the Review Materials and (y) if applicable, Unsolicited Information.


 


(vi)         The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without
independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii)
conclusively rely on such Review Materials.


 


(vii)        In
the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and
such missing information and documentation is not delivered to the Asset Representations Reviewer by the Master Servicer (with
respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) or by the related
Mortgage Loan Seller upon request by the Special Servicer to the related Mortgage Loan Seller, the Asset Representations Reviewer
shall list such missing information and documents in a preliminary report setting forth the preliminary results of the application
of the Tests and the reasons why such missing information and documents are necessary to complete a Test and (if the Asset Representations
Reviewer has so concluded) that the absence of such information and documents will be deemed to be a failure of such Test. The
Asset Representations Reviewer shall provide such preliminary report to the Master Servicer (with respect to non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans) and the related Mortgage Loan Seller. If the preliminary
report indicates that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan
Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any
information and documents provided or explanations given to support the Mortgage Loan Seller’s claim that the representation
and warranty has not failed a Test or that any missing information or documents in the Review Materials are not required to complete
a Test shall be promptly delivered by the related Mortgage Loan Seller to the Asset Representations Reviewer. For the avoidance
of doubt, the Asset Representations Reviewer shall not be required to prepare a preliminary report in the event the Asset Representations
Reviewer determines that there is no Test failure with respect to the related Mortgage Loan.


 


(viii)       The Asset Representations Reviewer shall, within the later of (x) 60 days after the date on which access to the Diligence
Files in the Secure Data Room is made available to the Asset Representations Reviewer by the Certificate Administrator or (y) 10
days after the expiration of the Cure/Contest Period, complete an Asset Review with respect to each Delinquent Loan and deliver
(i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined
there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations


 



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Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement and the related Mortgage Loan Seller for each Delinquent Loan, and (ii) a summary of the Asset
Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”)
to the Trustee and Certificate Administrator. The period of time by which the Asset Review Report must be completed and delivered
may be extended by up to an additional thirty (30) days, upon written notice to the parties to this Agreement and the related Mortgage
Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional time is
required due to the characteristics of the Mortgage Loans and/or the Mortgaged Property or Mortgaged Properties. In no event may
the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the Trust should
enforce any rights it may have against the related Mortgage Loan Seller, which, in each such case, will be the responsibility of
the Enforcing Servicer.


 


(ix)        In addition, in the event that the Asset Representations Reviewer does not receive any information or documentation that
it requested from the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete
its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely
based on the information received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset
Representations Reviewer shall have no responsibility to independently obtain any such information from any party to this Agreement.


 


(x)         Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Special Servicer
shall determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If
the Special Servicer determines that a Material Defect exists, the Special Servicer shall enforce the obligations of the related
Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)           
The Asset Representations Reviewer and its Affiliates shall keep all information appropriately labeled as “Privileged
Information” confidential and shall not disclose such Privileged Information to any Person (including Certificateholders),
other than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties
to this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the applicable Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)          
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided
that no agent or subcontractor may (1) be affiliated with a Sponsor, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Certificateholder or any of


 



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their respective Affiliates or (ii) have been paid any fees,
compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services
with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations
Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions
of this Agreement without diminution of such obligation or liability or related obligation or liability by virtue of such delegation
or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under
the same terms and conditions as if the Asset Representations Reviewer alone were performing its obligations under this Agreement.
The Asset Representations Reviewer shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification
of the Asset Representations Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to
limit or modify such indemnification.


 


(e)           
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale
or transfer of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser
or transferee accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business
under the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized
under such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession
that is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement
that contains an assumption by such person of the due and punctual performance and observance of each covenant and condition to
be performed or observed by the asset representations reviewer under this Agreement from and after the date of such agreement and
(C) is not a Prohibited Party under this Agreement; (ii) the Asset Representations Reviewer shall not be released from its obligations
under this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the rate at which the Asset
Representations Reviewer Asset Review Fee (or any component thereof) is calculated shall not exceed the rate then in effect and
(iv) the resigning Asset Representations Reviewer shall be responsible for the reasonable costs and expenses of each other party
to this Agreement and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment and delegation,
the purchaser or transferee shall provide notice to each party to this Agreement and then will be the successor asset representations
reviewer hereunder.


 


(f)           
With respect to any Delinquent Loan that is an Non-Serviced Mortgage Loan, to the extent any documents required by the Asset
Representations Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset
Representations Reviewer shall request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage
Loan is being serviced by a Non-Serviced Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced Serviced
Mortgage Loan is being serviced by a Non-Serviced Special Servicer), the related Non-Serviced Trustee and the related Non-Serviced
Certificate Administrator (and, in each case, such other party as contemplated under the related Non-Serviced PSA or related Intercreditor
Agreement).


 






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Section 12.02   
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)           
The Asset Representations Reviewer shall be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”)
on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid
a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of each Mortgage
Loan (including any Non-Serviced Mortgage Loan but excluding any Companion Loan) and REO Mortgage Loan and shall be equal to the
product of a rate equal to 0.00082% per annum (the “Asset Representations Reviewer Fee Rate”) and the
Stated Principal Balance of the Mortgage Loans and any REO Mortgage Loans and shall be calculated in the same manner as interest
is calculated on such Mortgage Loans and REO Mortgage Loans.


 


(b)          
As compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the
Mortgage Loans that are Delinquent Loans and are subject to an Asset Review (for purposes of this Section 12.02(b), “Subject
Loans”), upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations
Reviewer shall be paid a fee equal to the sum of: (i) $15,000 multiplied by the number of Subject Loans, plus (ii) $1,500 per Mortgaged
Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,000 per Mortgaged Property
relating to a Subject Loan subject to a ground lease, plus (iv) $1,000 per Mortgaged Property relating to a Subject Loan subject
to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses (i) through
(iv), to adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers, or other similar index if the Consumer
Price Index for All Urban Consumers is no longer calculated, for the year of the Closing Date and for the year of the occurrence
of the Asset Review (the “Asset Representations Reviewer Asset Review Fee”). The Asset Representations Reviewer
Asset Review Fee with respect to each Delinquent Loan shall be paid, in the first instance, by the related Mortgage Loan Seller
within forty-five (45) days of receipt by the related Mortgage Loan Seller of a written invoice from the Asset Representations
Reviewer. If the related Mortgage Loan Seller (x) is insolvent or (y) fails to pay such amount upon completion of any Asset Review
and within 90 days of receiving an invoice from the asset representations reviewer, such fee shall be paid by the Trust following
delivery by the Asset Representations Reviewer of evidence reasonably satisfactory to the Master Servicer or the Special Servicer,
as applicable, of such insolvency or failure to pay such amount; provided, however, that a statement of non-payment
by the Asset Representations Reviewer ninety (90) days after an itemized invoice is delivered by registered mail to the address
listed in this Agreement for the related Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage Loan
Seller for delivery of notice in accordance with this Agreement, together with evidence of delivery or attempted delivery of such
invoice and reasonable follow up by phone or email, shall constitute satisfactory evidence delivered by the Asset Representations
Reviewer of such failure to pay such amount. Notwithstanding any payment of such fee by the Trust to the Asset Representations
Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller and the Special Servicer shall reasonably pursue
remedies against such Mortgage Loan Seller to recover any such amounts to the extent paid by the Trust and the costs of doing so
shall be a cost of the Trust. If the Asset Representations Reviewer Asset Review Fee is paid by the Trust pursuant to clause (y)
above, the Trust shall be entitled to interest on such Asset Representations Reviewer Asset Review Fee at the advance rate


 



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from
the related Mortgage Loan Seller and the Special Servicer shall be entitled to an additional fee equal to 40.0% of such Asset Representations
Reviewer Asset Review Fee from the related Mortgage Loan Seller upon recovery of such amount), pursuant to Section 5 of the
related Mortgage Loan Purchase Agreement.


 


(c)           
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall
be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review and that is repurchased
by a Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Trust for such fees paid
to the Asset Representations Reviewer pursuant to Section 12.02(b).


 


(d)          
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.


 


Section 12.03   
Resignation of the Asset Representations Reviewer.  The Asset Representations Reviewer may resign and be discharged
from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency.
Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible
Asset Representations Reviewer. No resignation of the Asset Representations Reviewer shall be effective until a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted the appointment. If
no successor asset representations reviewer shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any court of competent jurisdiction
for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Asset
Representations Reviewer will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection
with its resignation.


 


Section 12.04   
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply
to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05   
Termination of the Asset Representations Reviewer.


 


(a)          
An “Asset Representations Reviewer Termination Event” means any one of the following events whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body:


 






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(i)            
any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or
agreements or the material breach of any of its representations or warranties under this Agreement, which failure shall continue
unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the Holders of Certificates having at least 25% of the aggregate Voting Rights of all then outstanding Certificates; provided
that if such failure is capable of being cured and the Asset Representations Reviewer certifies to the other parties to this Agreement
that it is diligently pursuing such cure, such 30 day period shall be extended by an additional 30 days;


 


(ii)           
any failure by the Asset Representations Reviewer to perform in any material respect any of its obligations hereunder in
accordance with the Asset Review Standard which failure shall continue unremedied for a period of 30 days after the date of
written notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party
to this Agreement;


 


(iii)          
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall
continue unremedied for a period of 30 days after the date of written notice of such failure, requiring the same to be remedied,
is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iv)          
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of 60 days;


 


(v)           
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)          
the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate
Administrator (which shall be simultaneously delivered by the Certificate Administrator to the Asset Representations Reviewer)
of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator shall
promptly provide written notice to all Certificateholders in accordance with the notice distribution procedures described in Section 12.01(a),
unless the


 



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Certificate Administrator has received written notice that such Asset Representations Reviewer Termination Event has
been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case, so long
as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon
the written direction of holders of Corresponding Certificates evidencing not less than 25% of the Voting Rights of each Class
of Regular Interests (other than the Class X Regular Interests) (without regard to the application of any Appraisal Reduction Amounts),
the Trustee shall, terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other
than rights and obligations accrued prior to such termination (including the right to receive all amounts accrued and owing to
it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination), by
notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable
costs and expenses of each other party to this Agreement in connection with its termination due to an Asset Representations Reviewer
Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Sponsor shall have the right, but not
the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer Termination Event
of which it becomes aware.


 


(b)          
Upon (i) the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights (without
regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing
such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations
Reviewer. Upon the written direction of Holders of Certificates evidencing more than 75% of a Certificateholder Quorum (without
regard to the application of any Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations of
the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of
such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice in
writing to the Asset Representations Reviewer. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders,
on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the
termination of the Asset Representations Reviewer. In the event that Holders of the Certificates entitled to at least 75% of the
Voting Rights elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations
reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)           
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of


 



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termination. As soon as practicable, but in no event later than 15 Business
Days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee
delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment
of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The Asset Representations
Reviewer shall be at all times an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such
disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor
asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing,
if the Trustee is unable to find a successor asset representations reviewer within 30 days of the termination of the Asset
Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure
to identify and appoint a successor asset representations reviewer for so long as the Trustee uses commercially reasonable efforts
to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s negligence,
bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)          
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the
Sponsors, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations under
this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out
of events occurring prior to such termination).


 


[End of Article XII]


 


Article XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01   
Amendment. (a)  This Agreement may be amended from time to time by the parties hereto, without the consent
of any of the Certificateholders or the Companion Holders:


 


(i)            
to correct any defect or ambiguity in this Agreement;


 






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(ii)           
to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or
this Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or
to correct any error;


 


(iii)          
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion of Counsel at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
amendment;


 


(iv)          
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that
any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the
Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), or Companion
Holder;


 


(v)           
to modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


(vi)          
to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder of a Serviced Pari Passu Companion Loan not
consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment
or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25);


 






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(vii)         
to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to
each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); provided that such amendment or supplement shall not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest)
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)        
to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and, with respect to the Mortgage Loans other than any Excluded
Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the
status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25);


 


(ix)           to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to
the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) and the Certificate Administrator shall
post such notice to the Certificate Administrator’s Website; and


 


(x)            to modify, eliminate or add to any of its provisions to such extent as shall be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 






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Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of
any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially and adversely
affect the holders of a Companion Loan without such Companion Holder’s consent.


 


(b)          
This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates
of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the RRI Interest to the extent
any such amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not less than a majority
of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates
of such Class; provided, however, that no such amendment shall:


 


(i)             
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)            
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder without the consent of the Holders of all Certificates of such
Class then-outstanding or such Companion Holder, as applicable; or


 


(iii)           
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)           
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)            amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)           
Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master


 



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Servicer nor the Special Servicer will be required to consent to any amendment hereto
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
hereunder, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the
Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a
tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor
Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement
may be made that changes any provisions specifically required to be included in this Agreement by the Non-Serviced Intercreditor
Agreement without the consent of the holder of the related Non-Serviced Companion Loan(s).


 


(d)          
Promptly after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the
same to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall
post a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
to each Certificateholder and each Serviced Companion Noteholder, the Depositor, each Other Depositor, the Master Servicer, the
Special Servicer, the Underwriters and the Rating Agencies.


 


(e)           
It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)           
The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)          
The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c)
and the cost of any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if
the Master Servicer, the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the
rights and interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or Section 13.01(c) shall be payable out of the Collection Account.


 


(h)          
The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect
to any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


 






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(i)           
To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer,
the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in
connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection
with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)           
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be
entitled to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates,
so long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)          
This Agreement may not be amended without the consent of any holder of an AB Subordinate Companion Loan if such amendment
would materially and adversely affect the rights of such Companion Holder hereunder.


 


Section 13.02   
Recordation of Agreement; Counterparts. (a)  To the extent permitted by applicable law, this Agreement
is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied
by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.


 


(b)          
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of
this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)           
The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue
of the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s
expense.


 


Section 13.03   
Limitation on Rights of Certificateholders. (a)  The death or incapacity of any Certificateholder shall
not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of them.


 






    -460-


     


    

 


(b)          
No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)           
Other than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described
under Section 2.03(l) in this Agreement, no Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, any
Intercreditor Agreement, any Mortgage Loan, or with respect to the Certificates, unless, with respect to any suit, action or proceeding
upon or under or with respect to this Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator
a written notice of default, and of the continuance thereof, as herein before provided, or of the need to institute such suit,
action or proceeding on behalf of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates
of any Class evidencing not less than 25% of the related Percentage Interests in such Class shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee
such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and
the Trustee, for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or
refused to institute any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Holders of Certificates unless such Holders have offered to the Trustee reasonable security against
the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly covenanted
by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall
have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 13.04   
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE


 



    -461-


     


    

 


PROVISIONS
OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT;
(II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY
SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE
OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05   
Notices. (a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission
(other than with respect to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices to the
Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly
given only when received), to:


 


In the case of the Depositor:



Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee

Fax number: (212) 322-0965

Email: chuck.lee@credit-suisse.com


 


with a copy to:



Credit Suisse, Commercial Real Estate & CMBS

One Madison Ave, 9th Floor

New York, New York 10010

Attention: Sarah Nelson

Fax number: (212) 743-2823

Email: sarah.nelson@credit-suisse.com


 






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In the case of the Master Servicer:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, NC 28202

Attention: CSMC 2016-NXSR Asset Manager

Telecopy Number: (704) 715-0036





E-mail: commercial.servicing@wellsfargo.com


 


with a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: CSMC 2016-NXSR


 


with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190


 


In the case of the Special Servicer:



Torchlight Loan Services, LLC

475 Fifth Avenue

New York, New York 10017

Attention: Jacob M. K. Baron

CSMC 2016-NXSR

Email: jbaron@torchlightinvestors.com


 


with a copy to:



Torchlight Loan Services, LLC

475 Fifth Avenue

New York, New York 10017

Attention: Abbey Kosakowski

CSMC 2016-NXSR

Email: AKosakowski@torchlightinvestors.com


 






    -463-


     


    

 


In the case of the Directing
Certificateholder:



Torchlight Investors, LLC

475 Fifth Avenue 

New York, New York 10017

Attention: Sam Chang

CSMC 2016-NXSR

Email: schang@torchlightinvestors.com


 


with a copy to:



Torchlight Investors, LLC

475 Fifth Avenue 

New York, New York 10017

Attention: Jacob M. K. Baron 

CSMC 2016-NXSR

Email: jbaron@torchlightinvestors.com

Fax: (646) 253-9753


 


In the case of the Risk Retention
Consultation Party:


 


Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Jerry Tang

Email: jerry.tang@natixis.com


 


In the case of the Certificate
Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services

CSMC 2016-NXSR Commercial Mortgage Trust


 


with a copy to:


 


Telecopy Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 






    -464-


     


    

 


In the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – CSMC 2016-NXSR


 


In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee CSMC 2016-NXSR


 


with a copy to:


 


Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


In the case of the Mortgage Loan
Sellers:



Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: Dante La Rocca

Fax number: (646) 935-8520

Email: dante.larocca@credit-suisse.com


 


with a copy to:



Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: Sarah Nelson, Esq.


 


and


 


Natixis Real Estate Capital LLC


1251 Avenue of the Americas


New York, New York 10020


Attention: Real Estate Administration


Facsimile No.: (212) 891-5777


 


with a copy by email to:


 


USCIBGlobalFinanceAssetManagementTeam@us.natixis.com


 






    -465-


     


    

 











with a copy for all legal
notices to:


 


Natixis North America LLC





Office of the General Counsel





1251 Avenue of the Americas





New York, New York 10020





Email: legal.notices@us.natixis.com


 


and


 


UBS AG, by and through its branch
office at 1285 Avenue of the





Americas, New York, New York 10019





1285 Avenue of the Americas





New York, New York 10019





Attention: David Schell





Facsimile: (212) 821-2943


 


with a copy to:


 


UBS AG, by and through its branch
office at 1285 Avenue of the





Americas, New York, New York 10019





1285 Avenue of the Americas





New York, New York 10019





Attention: Henry Chung





Facsimile: (212) 821-2943


 


and a copy to:


 


UBS AG





299 Park Avenue





New York, New York 10171





Attention: Chad Eisenberger, Executive
Director & Counsel


 


In the case of the Asset Representations
Reviewer and the Operating Advisor:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CSMC 2016-NXSR-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In the case of any mezzanine
lender:



The address set forth in the related Intercreditor Agreement.


 






    -466-


     


    

 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)          
Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall
deliver such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the
address listed below, promptly following the occurrence thereof. The Master Servicer or the Special Servicer, as applicable, the
Certificate Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested
by the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose
which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies
shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by
the Rating Agencies required hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


Section 13.06   
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way


 



    -467-


     


    

 


affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07   
Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and
interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan.
If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations
of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority
security interest in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including
without limitation, the Mortgage Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other
than principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to
the Cut-off Date), all amounts held from time to time in the Collection Account, the Distribution Accounts, the Gain-on-Sale
Reserve Account, the Interest Reserve Account and, if established, the REO Account, and all reinvestment earnings on such amounts,
and all of the Depositor’s right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies
related to such Mortgage Loans and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor
shall file or cause to be filed, as a precautionary filing, a UCC Financing Statement in all appropriate locations promptly following
the initial issuance of the Certificates to reflect the assignments made by the Mortgage Loan Sellers to the Depositor (and the
Trustee) and by the Depositor to the Trustee (copies of which shall be delivered by the Depositor to the Certificate Administrator
no later than 10 days following the Closing Date), and the Certificate Administrator shall prepare and file continuation statements
with respect thereto, in each case in the six month period prior to every fifth anniversary of the date of the initial UCC Financing
Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator in the preparation and filing
of such continuation statements. This Section 13.07 shall constitute notice to the Certificate Administrator and the
Trustee pursuant to any of the requirements of the applicable UCC.


 


Section 13.08   
Successors and Assigns; Third Party Beneficiaries. (a)  The provisions of this Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure
to the benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its
respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization and each Initial Purchaser
is an intended third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other
person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under
this Agreement.


 


(b)          
Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded
it hereunder. Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect
to all provisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other
Trustee, and any provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 






    -468-


     


    

 


(c)           
Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and
any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement
in respect to its rights as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


 


(d)          
Subject to Section 2.03(k)(ii), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting
Certificateholder shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).



 


Section 13.09   
Article and Section Headings. The article and section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.


 


Section 13.10   
Notices to the Rating Agencies. (a)  The Certificate Administrator shall use reasonable efforts promptly
to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant
to Section 3.13(c), (and the related 17g-5 information provider for any class of Serviced Companion Loan Securities
to the extent applicable to any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)            
any material change or amendment to this Agreement;


 


(ii)           
the occurrence of a Servicer Termination Event that has not been cured;


 


(iii)          
any Loss of Value Payments;


 


(iv)          
the resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer
or the Special Servicer; and


 


(v)           
the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the related
Mortgage Loan Purchase Agreement.


 


(b)          
The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following
of which it has actual knowledge:


 


(i)            
the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)           
any change in the location of the Collection Account;


 


(iii)          
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)          
any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 






    -469-


     


    

 


(v)          
any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for
any Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than
5% of the then aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)          
any material damage to any Mortgaged Property;


 


(vii)          any modifications to an Intercreditor Agreement;


 


(viii)         any assumption with respect to a Mortgage Loan;


 


(ix)            any incurrence by a Mortgagor of additional debt; and


 


(x)             any release or substitution of any Mortgaged Property.


 


(c)            The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any
change in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)          
The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to
the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as
any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating
to such information or violating the terms of this Agreement or any Mortgage Loan. The Trustee, the Certificate Administrator,
the Master Servicer and Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect
to such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a
party to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection
with the delivery by the Master Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the
Master Servicer or the Special Servicer when such information, report, notice or document has been posted. The Master Servicer
or the Special Servicer, as the case may be, may, but shall not be obligated to send such information, report, notice or document
to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5
Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information
Provider.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 




    -470-


     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case
as of the day and year first above written.


 





	 	CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES CORP., Depositor
	 	 	 
	 	By:	/s/ Charles Y. Lee
	 	 	Name:  Charles Y. Lee
	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer
	 	 	 
	 	By:	/s/ Joseph Newell III
	 	 	Name:  Joseph Newell III
	 	 	Title: Director
	 	 	 
	 	TORCHLIGHT LOAN SERVICES, LLC, Special Servicer
	 	 	 
	 	By:	/s/ Jacob Baron
	 	 	Name: Jacob Baron
	 	 	Title: Authorized Signatory
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, Certificate Administrator
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name: Stacey Gross
	 	 	Title: Vice President




 


CSMC 2016-NXSR: POOLING AND SERVICING AGREEMENT 


 






    


     


    

 





	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, Trustee
	 	 	 
	 	By:	/s/ Dorri Costello
	 	 	Name:  Dorri Costello
	 	 	Title: Vice President
	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC, Operating Advisor and Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	By:	Park Bridge Financial LLC
	 	 	Its Sole Member
	 	 	 
	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	Name: Robert J. Spinna, Jr.
	 	 	Title: Managing Member







 


 


CSMC 2016-NXSR: POOLING AND SERVICING AGREEMENT 






    


     


    

 





	STATE OF NEW YORK	) 	 
	 	) 	ss.:
	COUNTY OF NEW YORK	) 	 



 



On
the 20th day of December, 2016, before me, a notary public in and for said State, personally appeared Charles Y.
Lee known to me to be the President and Chief Executive Officer of Credit Suisse Commercial Mortgage Securities Corp., that
executed the within instrument, and also known to me to be the person who executed it on behalf of such corporation, and
acknowledged to me that such corporation executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.





	 	/s/ David S. Tlusty
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 







 


 





	 DAVID S TLUSTY
	NOTARY PUBLIC-STATE OF NEW YORK
	No. 02TL6313133
	Qualified In New York County
	My Commission Expires October 14, 2018






 


 





CSMC 2016-NXSR: POOLING AND SERVICING AGREEMENT 




    


     


    

 


 


	STATE OF NORTH CAROLINA	) 	 
	 	) 	ss.:
	COUNTY OF MECKLENBURG	) 	 









 


 





On this 13
day of December, 2016, personally appeared before me Joseph Newell III, to me known (or proved to me on the basis of satisfactory
evidence) to be a Director of Wells Fargo Bank, National Association, a national banking association, that executed the within
and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said entity, for
the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument, and that by his
signature on the instrument the entity upon behalf of which he acted, executed the instrument.







 


	 	/s/ Erica L. Smith
	 	Notary
	 	Name:
		 
	 	 
	My commission expires:	 ERICA L. SMITH

NOTARY PUBLIC

Gaston County

North Carolina

My Commission Expires 7/15/2017
	 	 


 


CSMC 2016-NXSR: POOLING AND SERVICING AGREEMENT 




    


     


    

 





	STATE OF NEW YORK	) 	 
	 	) 	ss.:
	COUNTY OF NEW YORK	) 	 


 


 


On the 13th day of
December, 2016, before me, a notary public in and for said State, personally appeared Jacob Baron known to me to be
an Authorized Signatory of Torchlight Loan Services, LLC, that executed the within instrument, and also known to me to be the
person who executed it on behalf of such limited liability company, and acknowledged to me that such limited liability
company executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/ Leandra Merola
	 	Notary Public
	 	 
	[SEAL]	 
	 	LEANDRA
        MEROLA


Notary Public, State of New York


Reg. No. 01ME6331695


Qualified in Kings County


Commission Expires October 19,
2019




	My commission expires:	 
	 	 





 


CSMC 2016-NXSR: POOLING AND SERVICING AGREEMENT 


 




    


     


    

 


 


	STATE OF MARYLAND	) 	 
	 	) 	ss.:
	COUNTY OF HOWARD	) 	 


 


 


On the 13th day
of December, 2016, before me, a notary public in and for said State, personally appeared Stacey Gross known to me to be
a Vice President of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to be
the person who executed it on behalf of such national banking association, and acknowledged to me that such national
banking association executed the within instrument.


 


IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.





	 	/s/ Colin A. Castro
	 	Notary Public
	 	 
	[SEAL]	COLIN A CASTRO

MY COMMISSION EXPIRES

MARCH 24, 2019

NOTARY PUBLIC

FREDERICK COUNTY, MD
	 	 
	My commission expires:	 
	 	 
	24th of March, 2019	 





 


 


CSMC 2016-NXSR: POOLING AND SERVICING AGREEMENT 




    


     


    

 


	STATE OF DELAWARE	) 	 
	 	) 	ss.:
	COUNTY OF NEW CASTLE	) 	 





 


 


On the 13th day
of December, 2016, before me, a notary public in and for said State, personally appeared Dorri Costello known to me to be
a Vice President of Wilmington Trust, National Association, that executed the within instrument, and also known to me to be
the person who executed it on behalf of such national banking association, and acknowledged to me that such national
banking association executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.





	 	/s/ Christina Bader
	 	Notary Public
	 	 
	[SEAL]	CHRISTINA BADER
 MY COMMISSION 
 EXPIRES

MARCH 22, 2020

NOTARY PUBLIC

STATE OF DELAWARE

	 	 
	My commission expires:	 
	 	 








 


CSMC 2016-NXSR: POOLING AND SERVICING AGREEMENT 


 




    


     


    

 





	STATE OF NEW YORK	) 	 
	 	) 	ss.:
	COUNTY OF NEW YORK	) 	 


 


 





On the 13th of December, 2016, before me, the
undersigned, A Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared Robert J. Spinna,
Jr., to me known who, by me duly sworn, did depose and acknowledge before me that he is a Managing Member of Park Bridge Financial
LLC, which is the sole member of Park Bridge Advisors LLC, which in turn is the sole member of Park Bridge Lender Services LLC,
the entity described in and that executed the foregoing instrument; and that he signed his name thereto under authority of said
entity and on behalf of such entity.


 


WITNESS my hand and seal hereto affixed the day and year first
above written.







 








	 	/s/ Cathy Pampinella
	 	Notary Public
	 	 
	[SEAL]	CATHY PAMPINELLA

Notary Public, State of New York

Registration #01PA6303022

Qualified In Suffolk County

Commission Expires May 12, 2018
	 	 
	My commission expires: ______________________	 
	 (Date)	 














    


     


    

 


 







 


EXHIBIT
A-1


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS A-1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS
BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED,


 





 



 





1      Legend required as
long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2       Global
Certificate legend. 







 






    A-1-1 


     


    

 


RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-1-2 


     


    


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS A-1


 


	Pass-Through Rate:  1.9708%	 	 
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-1 Certificates:  $22,779,000	 	 
	 	 	 





	
        CUSIP: 12594P AS0 
	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	ISIN:     US12594PAS02	 	 
	 	 	 
	Common Code: [____]	 	 
	 	 	 
	No.:  A-1-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-1 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, 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,
Class X-B, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E,


 






    A-1-3 


     


    

 


Class F,
Class NR, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class R and Class Z Certificates (together with
the Class A-1 Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment
conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of
1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-1
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-1 Certificates is the
calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may


 






    A-1-4 


     


    

 


be
in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein);


 






    A-1-5 


     


    

 


(viii)
all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest
therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest
Distribution Account, the Class R Specific Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account
(to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any
Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor
under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Vinings Village Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii)
the Vinings Village Loan REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related
Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    A-1-6 


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and
Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the
                                                              Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material 



 






    A-1-7 


     


    

 


respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of an RRI Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action



 






    A-1-8 


     


    

 


will
not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the 



 






    A-1-9 


     


    

 


requirement
to obtain consent of any Companion Holder without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 






    A-1-10 


     


    

 


the
Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-1-11 


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 

Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    A-1-12 


     


    


 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-1 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented by the within Class
A-1 Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number








 




    A-1-13 


     


    


 





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 




    A-1-14 


     


    


 


EXHIBIT
A-2


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS A-2


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE


 





 






 


1       Legend required as
long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2       Global
Certificate legend.


 






    A-2-1 


     


    

 


TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-2-2 


     


    


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS A-2


 


	Pass-Through Rate:  3.1055%	 	 
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-2 Certificates:  $85,980,000	 	 
	 	 	 





	
        CUSIP:  12594P
AT8
	 	Initial Certificate Balance of this Certificate: $[   ]
	 	 	 
	
        ISIN:     US12594PAT84
	 	 
	 	 	 
	Common Code: [____]	 	 
	 	 	 
	No.:  A-2-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-2 Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, 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 X-B, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F,


 






    A-2-3 


     


    

 


Class
NR, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class R and Class Z Certificates (together with the
Class A-2 Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-2
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-2 Certificates is the
calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may


 






    A-2-4 


     


    

 


be
in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein);


 






    A-2-5 


     


    

 


(viii)
all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest
therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest
Distribution Account, the Class R Specific Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account
(to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any
Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor
under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Vinings Village Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii)
the Vinings Village Loan REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related
Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    A-2-6 


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material



 






    A-2-7 


     


    

 


respect
the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder of
a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action



 






    A-2-8 


     


    

 


will
not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the 



 






    A-2-9 


     


    

 


requirement
to obtain consent of any Companion Holder without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 






    A-2-10 


     


    

 


the
Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-2-11 


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-2 Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 

Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-2 Certificates referred to in the Pooling and Servicing Agreement.

 


Dated: ______________

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 




    A-2-12 


     


    


 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-2 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented by the within Class
A-2 Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-2-13 


     


    


 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-2-14 


     


    


 


EXHIBIT
A-3


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS A-3


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE


 





 



 





1        Legend required as
long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2       Global
Certificate legend.


 






    A-3-1 


     


    

 


TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-3-2 


     


    


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS A-3


 


	Pass-Through Rate: 3.5014%	 	 
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-3 Certificates:  $65,000,000	 	 
	 	 	 





	
        CUSIP:  12594P
AU5
	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	ISIN:      US12594PAU57		 
	 	 	 
	Common Code: [____]	 	 
	 	 	 
	No.:  A-3-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-3 Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, 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 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 V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class R and


 






    A-3-3 


     


    

 


Class
Z Certificates (together with the Class A-3 Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-3
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates is the
calendar month immediately preeeding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise


 






    A-3-4 


     


    

 


(b)
by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the


 






    A-3-5 


     


    

 


extent
of the Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest
therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution
Account, the Excess Interest Distribution Account, the Class R Specific Grantor Trust Distribution Account, the Interest Reserve
Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve
Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income,
as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights
and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the
Lower-Tier Regular Interests; (xii) the Vinings Village Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan
REMIC Regular Interest; (xiii) the Vinings Village Loan REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC
Residual Interest; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related
Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    A-3-6 


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material



 






    A-3-7 


     


    

 


respect
the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder of
a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action



 






    A-3-8 


     


    

 


will
not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the 



 






    A-3-9 


     


    

 


requirement
to obtain consent of any Companion Holder without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 






    A-3-10 


     


    

 


the
Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-3-11 


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-3-12 


     


    


 

ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-3 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented by the within Class
A-3 Certificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number



 




    A-3-13 


     


    


 

DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-3-14 


     


    


 




 


EXHIBIT
A-4


 


CSMC
2016-NXSR COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS A-4


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE


 





 







 


	1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 






	2	Global
                                         Certificate legend.



 






    A-4-1 


     

    

 


TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-4-2 


     

    

 


CSMC
2016-NXSR COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS A-4


 


	Pass-Through
    Rate:  The lesser of 3.7948% per annum and the WAC Rate 	 	 
	 	 	 
	First
    Distribution Date: January 18, 2017	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016
    under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class A-4 Certificates: $224,907,000	 	 


 


	CUSIP:    12594P
AV3
	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	ISIN:        12594PAV31

    
	 	 
	Common
    Code: [____]	 	 
	 	 	 
	No.:  A-4-1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-4 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, 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 X-B, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F,


 






    A-4-3 


     

    

 


Class NR, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class R and Class Z Certificates (together with
the Class A-4 Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December
1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National
Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the 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 January 2017 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-4
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-4
Certificates is the calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist
of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may


 






    A-4-4 


     

    

 


be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein);


 






    A-4-5 


     

    

 


(viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution
Account, the Class R Specific Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve
Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the
extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental
Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under
each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii)
the Vinings Village Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the
Vinings Village Loan REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the
proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral accounts,
escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes
whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar
shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or the Companion Holders:


 






    A-4-6 


     

    

 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests
                                         of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI
                                         Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party
                                         requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
                                         Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material



 






    A-4-7 


     

    

 





			respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder of a Serviced Pari Passu Companion Loan not
consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment
or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest)
                                         not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded
Loan, as to the Directing Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action



 






    A-4-8 


     

    

 





			will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not
                                         adversely affect in any material respects the interests of any Certificateholders (including,
                                         for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an
                                         Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency
                                         Confirmation from each Rating Agency rating such Certificates; and provided, further,
                                         that the Certificate Administrator shall give notice of any such amendment to the 17g-5
                                         Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
                                         to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
                                         shall post such notice to the Certificate Administrator’s Website; or



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 


		(ii)	reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the



 






    A-4-9 


     

    

 





			requirement to obtain consent of any
Companion Holder without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
as applicable; or


 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement. without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 






    A-4-10 


     

    

 


the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in
unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 






    A-4-11 


     

    

 







 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-4 Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: _______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: _______________


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-4-12 


     

    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-4 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented by the within Class
A-4 Certificates to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-4-13 


     

    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-4-14 


     

    





 


EXHIBIT
A-5


 


CSMC
2016-NXSR COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS A-SB


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE


 





 



 


	1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 






	2	Global
                                         Certificate legend.



 






    A-5-1 


     

    


 


TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-5-2 


     

    

 


CSMC
2016-NXSR COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS A-SB


 


	Pass-Through
    Rate:  3.5653%	 	 
	 	 	 
	First
    Distribution Date: January 18, 2017	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016
    under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class A-SB Certificates: $26,116,000	 	 


 


	CUSIP:    12594P
AW1
	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	ISIN:        US12594PAW14
	 	 
	 	 	 
	Common
    Code: [____]	 	 
	 	 	 
	No.:  A-SB-1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-SB Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, 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 X-B, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E,
Class F,


 






    A-5-3 


     

    

 


Class NR, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class R and Class Z Certificates
(together with the Class A-SB Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December
1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National
Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the 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 January 2017 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-SB
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-SB
Certificates is the calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist
of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may


 






    A-5-4 


     

    

 


be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein);


 






    A-5-5 


     

    

 


(viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution
Account, the Class R Specific Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve
Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the
extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental
Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under
each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii)
the Vinings Village Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the
Vinings Village Loan REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the
proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral accounts,
escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes
whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar
shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or the Companion Holders:


 






    A-5-6 


     

    

 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests
                                         of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI
                                         Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party
                                         requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
                                         Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material



 






    A-5-7 


     

    

 





			respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder of a Serviced Pari Passu Companion Loan not
consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment
or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest)
                                         not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded
Loan, as to the Directing Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action



 






    A-5-8 


     

    

 





			will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not
                                         adversely affect in any material respects the interests of any Certificateholders (including,
                                         for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an
                                         Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency
                                         Confirmation from each Rating Agency rating such Certificates; and provided, further,
                                         that the Certificate Administrator shall give notice of any such amendment to the 17g-5
                                         Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
                                         to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
                                         shall post such notice to the Certificate Administrator’s Website; or



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 


		(ii)	reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the



 






    A-5-9 


     

    

 


			requirement to obtain consent of any
Companion Holder without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement. without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 






    A-5-10 


     

    

 


the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in
unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 






    A-5-11 


     

    


 




IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-SB Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: _______________


 


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-5-12 


     

    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-SB Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-SB Certificate of the entire Percentage Interest represented by the within Class
A-SB Certificates to the above-named Assignee(s) and to deliver such Class A-SB Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-5-13 


     

    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-5-14 


     

    

 


EXHIBIT
A-6


 


CSMC
2016-NXSR COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS X-A


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB AND CLASS A-S CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS
CLASS X-A CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


 



 


	1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 






	2	Global
                                         Certificate legend.



 






    A-6-1 


     

    




 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-6-2 


     

    

 


CSMC
2016-NXSR COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS X-A


 


	Pass-Through
Rate:  Variable IO1	 	 
	 	 	 
	First
    Distribution Date: January 18, 2017	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016
    under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Notional Amount of the Class X-A Certificates: $455,124,000	 	 


 





	CUSIP:    12594P
AX9
	 	Initial
Notional Amount of this Certificate: $[__]

	 	 	 
	ISIN:        US12594PAX96	 	 
	 	 	 
	Common
Code: [____]
	 	 
	 	 	 
	No.:  X-A-1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class X-A Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, 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-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F,


 





 



 





1
The initial approximate Pass-Through Rate as of the Closing Date is 0.8298%.

 






    A-6-3 


     

    

 


Class NR, Class V1-A, Class V1-B, Class
V1-C, Class V1-D, Class V1-E, Class V2, 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 December
1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National
Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the 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 January 2017 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-A Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class X-A
Certificates is the calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist
of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may


 






    A-6-4 


     

    

 


be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein);


 






    A-6-5 


     

    

 


(viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution
Account, the Class R Specific Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve
Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the
extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental
Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under
each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii)
the Vinings Village Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the
Vinings Village Loan REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the
proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral accounts,
escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes
whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar
shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or the Companion Holders:


 






    A-6-6 


     

    

 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests
                                         of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI
                                         Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party
                                         requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
                                         Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material



 






    A-6-7 


     

    

 





			respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder of a Serviced Pari Passu Companion Loan not
consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment
or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest)
                                         not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded
Loan, as to the Directing Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action



 






    A-6-8 


     

    

 





			will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not
                                         adversely affect in any material respects the interests of any Certificateholders (including,
                                         for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an
                                         Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency
                                         Confirmation from each Rating Agency rating such Certificates; and provided, further,
                                         that the Certificate Administrator shall give notice of any such amendment to the 17g-5
                                         Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
                                         to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
                                         shall post such notice to the Certificate Administrator’s Website; or



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 


		(ii)	reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the



 






    A-6-9 


     

    

 





			requirement to obtain consent of any
Companion Holder without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Holders,
as applicable; or


 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement. without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 






    A-6-10 


     

    

 


the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class
C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in
unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 






    A-6-11 


     

    

 




IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-A Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: _______________


 


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-6-12 


     

    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-A Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented by the within Class
X-A Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-6-13 


     

    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-6-14 


     

    


 



 


EXHIBIT
A-7


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS X-B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS B CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-B CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


 



 



1
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.


 



    A-7-1


     


    

 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-7-2


     


    

 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS X-B


 


	Pass-Through Rate:  Variable IO1	 	 
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates:  $40,961,000	 	 



 


	
        CUSIP:  12594P AY7

         

	 	
        Initial Notional Amount of this Certificate:

        $[__]


	ISIN:    US12594PAY79	 	 
	 	 	 
	Common Code: [____]	 	 
	 	 	 
	No.:  X-B-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-B Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, 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-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-C,
Class V1-D, Class V1-E, Class V2, Class R and


 


 



 


1 The initial approximate Pass-Through Rate as of the Closing Date is 0.1144%.


 


    A-7-3


     


    

 


Class Z Certificates (together with the Class X-B Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-B Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-B Certificates is the
calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise


 



    A-7-4


     


    

 


(b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the






    A-7-5


     


    

 


extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Class R Specific Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the
rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi)
the Lower-Tier Regular Interests; (xii) the Vinings Village Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center
Loan REMIC Regular Interest; (xiii) the Vinings Village Loan REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan
REMIC Residual Interest; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related
Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 



    A-7-6


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material



 



    A-7-7


     


    

 


	 	 	respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action



 



    A-7-8


     


    

 


	 	 	will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the 



 



    A-7-9


     


    

 


	 	 	requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of 


 



    A-7-10


     


    

 


the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-7-11


     


    




 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-B Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: _______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: _______________


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-7-12


     


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-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-7-13


     


    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-7-14


     


    


 


EXHIBIT
A-8


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS X-E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 


 



 


1       Temporary Regulation S Global Certificate
legend.


 


2       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


3       Global Certificate legend.


 


    A-8-1


     


    

 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS 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 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


 



    A-8-2


     


    

 


CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH
RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-8-3


     


    

 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS X-E


 


	Pass-Through Rate:  1.0000%	 	 
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-E Certificates:  $18,963,000	 	 



 


	
        CUSIP:  12594P AA91

                    U13031 AA4 2

                    12594P AB73

         
	 	
        Initial Notional Amount of this Certificate:

        $[__]

         

	
        ISIN:    US12594PAA934
        
            USU13031AA495
        
            US12594PAB766


	 	 
	 	 	 
	Common Code: 12594P AB77

    US12594PAB768	 	 
	 	 	 
	No.:  [X-E-1][X-E-S-1]	 	 


 


 



 


1
For Rule 144A Certificates


 


2
For Regulation S Certificates


 


3
For IAI Certificates


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


    A-8-4


     


    

 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class 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-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-C,
Class V1-D, Class V1-E, Class V2, 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 December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-E Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest


 



    A-8-5


     


    

 


Accrual Period” with respect to any Distribution Date and with respect to the Class X-E Certificates is the
calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans


 



    A-8-6


     


    

 


due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Class R Specific Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Vinings Village
Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the Vinings Village Loan
REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset


 



    A-8-7


     


    

 


Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the
provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of the Pooling



 



    A-8-8


     


    

 


	 	 	and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the



 



    A-8-9


     


    

 


	 	 	Directing Certificateholder or the Holder of a majority of the Controlling
Class, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such


 



    A-8-10


     


    

 


amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a


 



    A-8-11


     


    

 


REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-8-12


     


    

 





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-8-13


     


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-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-8-14


     


    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-8-15


     


    


 


EXHIBIT
A-9


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS X-F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 


 



 


1
       Temporary Regulation S Global Certificate
legend.


 


2
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


3
       Global Certificate legend.


 


    A-9-1


     


    

 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS F CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CLASS X-F CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE 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


 



    A-9-2


     


    

 


CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH
RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-9-3


     


    

 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS X-F


 


	Pass-Through Rate:  1.0000%	 	 
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut Off Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-F Certificates:  $ 6,827,000	 	 



 


	
        CUSIP:  12594P AC51

                    U13031 AB22

                    12594P AD33


	 	
        Initial Notional Amount of this Certificate:

        $[__]


	 	 	 
	
        ISIN:     US12594PAC594

                    USU13031AB225

                    US12594PAD336

	 	 
	 	 	 
	
        Common Code: [____]7

        [____]8

	 	 
	 	 	 
	No.:  [X-F-1][X-F-S-1]	 	 


 


 



 


1
For Rule 144A Certificates


 


2
For Regulation S Certificates


 


3
For IAI Certificates


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


    A-9-4


     


    

 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class 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-E, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-C,
Class V1-D, Class V1-E, Class V2, 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 December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-F Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest


 



    A-9-5


     


    

 


Accrual Period” with respect to any Distribution Date and with respect to the Class X-F Certificates is the
calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans


 



    A-9-6


     


    

 


due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Class R Specific Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Vinings Village
Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the Vinings Village Loan
REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset 


 



    A-9-7


     


    

 


Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the
provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of the Pooling



 



    A-9-8


     


    

 


	 	 	and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the



 



    A-9-9


     


    

 


	 	 	Directing Certificateholder or the Holder of a majority of the Controlling
Class, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such


 



    A-9-10


     


    

 


amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a


 



    A-9-11


     


    

 


REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 



    A-9-12


     


    

 





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-9-13


     


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-9-14


     


    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 




    A-9-15


     


    

 


 


EXHIBIT
A-10


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS X-NR


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 





 



 





		1	Temporary
                                         Regulation S Global Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
                                         Certificate legend.



 







    A-10-1 


     


    

 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS 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 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


 






    A-10-2 


     


    

 


CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH
RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-10-3 


     


    

 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS X-NR


 


	Pass-Through Rate:  1.0000%	 	 
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-NR Certificates:  $22,757,039	 	 


  


	
        CUSIP:   12594P
AE11

U13031 AC02

12594P AF83 
	 	
        Initial Notional Amount of this
Certificate: $[__]

         

	 	 	 
	
        ISIN:       US12594PAE164

  USU13031AC055

  US12594PAF806 
	 	 
	 	 	 
	
        Common Code: [____]7 

        [____]8
	 	 
	 	 	 
	No.:  [X-NR-1][X-NR-S-1]	 	 





 


 



 





1
For Rule 144A Certificates


 


2
For Regulation S Certificates


 


3
For IAI Certificates


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates



 






    A-10-4 


     


    

 





This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class 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-E, Class X-F, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-C,
Class V1-D, Class V1-E, Class V2, 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 December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-NR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest


 






    A-10-5 


     


    

 





Accrual
Period” with respect to any Distribution Date and with respect to the Class X-NR Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans


 






    A-10-6 


     


    

 


due
after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii)
any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss
of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in
the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier
REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Class R Specific
Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the
Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest
in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent
of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement
(to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Vinings Village Loan REMIC Regular
Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the Vinings Village Loan REMIC Residual Interest
and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow
accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due
presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset 


 






    A-10-7 


     


    

 


Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the
provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of the Pooling



 






    A-10-8 


     


    

 


and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the



 






    A-10-9 


     


    

 


Directing Certificateholder or the Holder of a majority of the Controlling
Class, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such


 






    A-10-10 


     


    

 


amendment
shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a


 






    A-10-11 


     


    

 


REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-10-12 


     


    

 





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-10-13 


     


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-10-14 


     


    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-10-15 


     


    



 



EXHIBIT
A-11


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE 


 





 



 





		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 






    A-11-1 


     


    

 


TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-11-2 


     


    

 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS A-S


 


	Pass-Through Rate: The lesser of 4.0491% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-S
    Certificates: $30,342,000	 	 
	 	 	 


 


	
        CUSIP: 12594P AZ4

         
	 	Initial Certificate Balance of this Certificate: $[__] 
	
        ISIN:     US12594PAZ45 
	 	 
	 	 	 
	Common Code: [____]	 	 
	 	 	 
	No.:  A-S-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-S Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, 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 B, Class C, Class D, Class E, Class F, Class NR, Class
V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2,


 






    A-11-3 


     


    

 


Class
R and Class Z Certificates (together with the Class A-S Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-S
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the
calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise


 






    A-11-4 


     


    

 


(b)
by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the


 






    A-11-5 


     


    

 


extent
of the Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest
therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution
Account, the Excess Interest Distribution Account, the Class R Specific Grantor Trust Distribution Account, the Interest Reserve
Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve
Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income,
as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights
and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the
Lower-Tier Regular Interests; (xii) the Vinings Village Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan
REMIC Regular Interest; (xiii) the Vinings Village Loan REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC
Residual Interest; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related
Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    A-11-6 


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material



 






    A-11-7 


     


    

 


respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action



 






    A-11-8 


     


    

 


will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the 



 






    A-11-9 


     


    

 


requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 






    A-11-10 


     


    

 


the
Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-11-11 


     


    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class 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-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 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-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


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE


 





 



 





		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 







    A-12-1 


     


    

 


TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-12-2 


     


    

CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS B


 


	Pass-Through Rate:  The lesser of 4.2506% per annum and the WAC Rate 	 	 
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class B Certificates:  $40,961,000	 	 
	 	 	 
	
        CUSIP:  12594P
BA8

         
	 	Initial Certificate Balance of this Certificate: $[__] 
	
        ISIN:      US12594PBA84
	 	 
	 	 	 
	Common Code: [____]	 	 
	 	 	 
	No.:  B	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class 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-E, Class X-F, Class X-NR, Class A-S, Class C, Class D, Class E, Class F, Class NR, Class
V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class R and Class Z Certificates


 






    A-12-3 


     


    

 


(together
with the Class B Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class B Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise


 






    A-12-4 


     


    

 


(b)
by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the


 






    A-12-5 


     


    

 


extent
of the Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest
therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution
Account, the Excess Interest Distribution Account, the Class R Specific Grantor Trust Distribution Account, the Interest Reserve
Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve
Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income,
as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights
and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the
Lower-Tier Regular Interests; (xii) the Vinings Village Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan
REMIC Regular Interest; (xiii) the Vinings Village Loan REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC
Residual Interest; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related
Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    A-12-6 


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material



 






    A-12-7 


     


    

 


respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action



 






    A-12-8 


     


    

 


will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the 



 






    A-12-9 


     


    

 


requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 






    A-12-10 


     


    

 


the
Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-12-11 


     


    



 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class 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-12-12 


     


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-12-13 


     


    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 




    A-12-14 


     


    

 



 


EXHIBIT
A-13


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS C


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE


 





 






 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.



 






    A-13-1 


     


    

 


TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-13-2 


     


    


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS C


 


	Pass-Through Rate:  WAC Rate1	 	 
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut Off Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class C Certificates:  $31,100,000	 	 
	 	 	 
	CUSIP: 12594P BB6	 	Initial Certificate Balance of this Certificate: $[__] 
	 	 	 
	
        ISIN:     US12594PBB67
	 	 
	 	 	 
	Common Code: [____]	 	 
	 	 	 
	No.:  C-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class C Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, 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 D, Class E, Class F, Class NR, Class
V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class R and Class Z Certificates


 





 



 





1 The initial approximate
Pass-Through Rate as of the Closing Date is 4.3650%.





 






    A-13-3 


     


    

 


(together
with the Class C Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class C Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar
month immediately preeeding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise


 






    A-13-4 


     


    

 


(b)
by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the


 






    A-13-5 


     


    

 


extent
of the Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest
therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution
Account, the Excess Interest Distribution Account, the Class R Specific Grantor Trust Distribution Account, the Interest Reserve
Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve
Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income,
as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights
and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the
Lower-Tier Regular Interests; (xii) the Vinings Village Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan
REMIC Regular Interest; (xiii) the Vinings Village Loan REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC
Residual Interest; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related
Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    A-13-6 


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and
Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material



 






    A-13-7 


     


    

 


respect
the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder of
a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action



 






    A-13-8 


     


    

 


will
not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the 



 






    A-13-9 


     


    

 


requirement
to obtain consent of any Companion Holder without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 






    A-13-10 


     


    

 


the
Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-13-11 


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class C Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    A-13-12 


     


    


 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________________ ______________________________ (please print or typewrite name(s) and address(es),
including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by
the within Class 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-13-13 


     


    


 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 




    A-13-14 


     


    


 


EXHIBIT
A-14


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 






    A-14-1 


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH
TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT,
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-14-2 


     


    


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS D


 


	Pass-Through Rate:  WAC Rate1	 	 
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class D Certificates:  $ 31,100,000	 	 
	 	 	 
	
        CUSIP:  12594P
AG62

U13031 AD83

12594P AH44
	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	
        ISIN: US12594PAG635

USU13031AD876

US12594PAH477
	 	 
	 	 	 
	Common Code: [____]8  	 	 
	[____]9	 	 
	No.:  D-1	 	 


 





 



 





1 The initial approximate
Pass-Through Rate as of the Closing Date is 4.3650%.


 


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-14-3 


     


    

 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A,
Class X-B, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class E, Class F, Class NR, Class
V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class R and Class Z Certificates (together with the Class D
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class D Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


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-14-4 


     


    

 


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 D Certificates is the calendar month immediately preceding the month
in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File);


 






    A-14-5 


     


    

 


(ii)
all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut off Date (or with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non Serviced
Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent
of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any
Assignment of Leases and any security agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit,
indemnities, guaranties or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent
of the Trust’s interest therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts
(to the extent of the Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s
interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Regular Interest
Distribution Account, the Excess Interest Distribution Account, the Class R Specific Grantor Trust Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x)
the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee);
(xi) the Lower-Tier Regular Interests; (xii) the Vinings Village Loan REMIC Regular Interest and the Jameel Road and Kirkwood
Center Loan REMIC Regular Interest; (xiii) the Vinings Village Loan REMIC Residual Interest and the Jameel Road and Kirkwood Center
Loan REMIC Residual Interest; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related
Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and


 






    A-14-6 


     


    

 


none
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and
Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 






    A-14-7 


     


    

 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control



 






    A-14-8 


     


    

 


Termination
Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or


 






    A-14-9 


     


    

 


eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates
of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any


 






    A-14-10 


     


    

 


portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-14-11 


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class 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-14-12 


     


    


 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-14-13 


     


    


 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-14-14 


     


    


 


EXHIBIT
A-15


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 





 



 





		1	Temporary
                                         Regulation S Global Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
                                         Certificate legend.



 






    A-15-1 


     


    

 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH


 






    A-15-2 


     


    

 


RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-15-3 


     


    


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS E


 


	Pass-Through Rate:  WAC Rate minus 1.0000%1	 	 
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class E Certificates:  $18,963,000	 	 
	 	 	 





	
        CUSIP:   12594P
AJ02

U13031 AE63

12594P AK74
	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	ISIN:    US12594PAJ035

             USU13031AE606

             US12594PAK757	 	 
	 	 	 
	Common Code: [____]8  	 	 
	[____]9	 	 
	No.:  [E-1][E-S-1]	 	 


 





 



 





1 The initial approximate
Pass-Through Rate as of the Closing Date is 3.3650%


 


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-15-4 


     


    

 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class 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-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class F, Class NR, Class
V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class R and Class Z Certificates (together with the Class E
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class E Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest


 






    A-15-5 


     


    

 


Accrual
Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar month
immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans


 






    A-15-6 


     


    

 


due
after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii)
any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss
of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in
the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier
REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Class R Specific
Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the
Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest
in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent
of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement
(to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Vinings Village Loan REMIC Regular
Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the Vinings Village Loan REMIC Residual Interest
and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow
accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset


 






    A-15-7 


     


    

 


Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the
provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of the Pooling



 






    A-15-8 


     


    

 


and
Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than
the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
Tax Person;


 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the



 






    A-15-9 


     


    

 


Directing
Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such


 






    A-15-10 


     


    

 


amendment
shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a


 






    A-15-11 


     


    

 


REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-15-12 


     


    


 


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-15-13 


     


    


 


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-15-14 


     


    


 


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-15-15 


     


    


 


EXHIBIT
A-16


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 





 



 





		1	Temporary
                                         Regulation S Global Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
                                         Certificate legend.



 






    A-16-1 


     


    


 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH


 






    A-16-2 


     


    

 


RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-16-3 


     


    


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS F


 


	Pass-Through Rate: WAC Rate minus 1.0000%1	 	 
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class F Certificates:  $6,827,000	 	 
	 	 	 





	
        CUSIP:  12594P
AL52

                       U13031 AF33

               12594P AM34
	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	ISIN:      US12594PAL585

               USU13031AF366

               US12594PAM327	 	 
	 	 	 
	
        Common Code: [____]8

        [____]9
	 	 
	 	 	 
	No.:  [F-1][F-S-1]	 	 


 





 



 





1 The initial approximate
Pass-Through Rate as of the Closing Date is 3.3650%


 


2 For Rule 144A Certificates


 


3 For Regulation S
Certificates


 


4 For IAI Certificates


 


5 For Rule 144A Certificates


 


6 For Regulation S
Certificates


 


7 For IAI Certificates


 


8 For Rule 144A Certificates


 


9 For
Regulation S Certificates 


 






    A-16-4 


     


    

 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class F Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, 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 NR, Class
V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class R and Class Z Certificates (together with the Class F
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class F Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest


 






    A-16-5 


     


    

 


Accrual
Period” with respect to any Distribution Date and with respect to the Class F Certificates is the calendar month
immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans


 






    A-16-6 


     


    

 


due
after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii)
any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss
of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in
the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier
REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Class R Specific
Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the
Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest
in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent
of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement
(to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Vinings Village Loan REMIC Regular
Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the Vinings Village Loan REMIC Residual Interest
and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow
accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset


 






    A-16-7 


     


    

 


Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the
provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of the Pooling



 






    A-16-8 


     


    

 


and
Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than
the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
Tax Person;


 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the



 






    A-16-9 


     


    

 


Directing
Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such


 






    A-16-10 


     


    

 


amendment
shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a


 






    A-16-11 


     


    

 


REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-16-12 


     


    


 


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-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 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-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


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS NR


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 





 



 





		1	Temporary
                                         Regulation S Global Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
                                         Certificate legend.



 






    A-17-1 


     


    

 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH


 






    A-17-2 


     


    

 


RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-17-3 


     


    


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS NR


 


	Pass-Through Rate: WAC Rate minus 1.0000%1	 	 
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class NR
    Certificates: $22,757,039	 	 
	 	 	 





	
        CUSIP:   12594P AN12

U13031 AG13

12594P AP64
	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	ISIN:       US12594PAN155

                USU13031AG196

                US12594PAP627	 	 
	 	 	 
	Common Code: [____]8  

[____]9	 	 
	No.:  [NR-1][NR-S-1]	 	 


 





 



 





1 The initial approximate
Pass-Through Rate as of the Closing Date is 3.3650%


 





2 For Rule 144A Certificates 


 


3 For Regulation S
Certificates





 


4 For IAI Certificates





 


5 For Rule 144A Certificates


 





6 For Regulation S
Certificates


 





7 For IAI Certificates


 





8 For Rule 144A Certificates


 





9 For
Regulation S Certificates 


  






    A-17-4 


     


    

 


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-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F, Class
V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class R and Class Z Certificates (together with the Class NR
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class NR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest


 






    A-17-5 


     


    

 


Accrual
Period” with respect to any Distribution Date and with respect to the Class NR Certificates is the calendar month
immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans


 






    A-17-6 


     


    

 


due
after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii)
any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss
of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in
the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier
REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account, the Class R Specific
Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the
Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest
in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent
of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement
(to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Vinings Village Loan REMIC Regular
Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the Vinings Village Loan REMIC Residual Interest
and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow
accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset


 






    A-17-7 


     


    

 


Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the
provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of the Pooling



 






    A-17-8 


     


    

 


and
Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than
the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
Tax Person;


 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the



 






    A-17-9 


     


    

 


Directing
Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such


 






    A-17-10 


     


    

 


amendment
shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a


 






    A-17-11 


     


    

 


REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-17-12 


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class 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-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 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-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


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS,
AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE
REPRESENTS A “RESIDUAL INTEREST” IN FOUR “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH
TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED


 



    A-18-1 


     

    

 


THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY
TO DISQUALIFIED ORGANIZATIONS, INSTITUTIONS THAT ARE NOT U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS 5.02 AND 5.03
OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR
TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT
UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT
INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY
THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A
PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS
IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN
TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL
INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR
MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER
AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.



    A-18-2 


     

    







 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS R


 


	Percentage Interest:  N/A		 
	 	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 	 
	 	 	 




	
        CUSIP:   12594P
AQ4102 

        U13031 AH9103 

        12594P AR2104

	 	 
	 	 	 
	
        ISIN:       US12594PAQ46105 

        USU13031AH91106 

        US12594PAR29107

	 	 
	 	 	 
	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


 





 






 


102 For Rule
144A Certificates


 


103 For Regulation
S Certificates


 


104 For IAI
Certificates


 


105 For Rule
144A Certificates


 


106 For Regulation
S Certificates


 


107 For IAI Certificates


 



    A-18-3 


     

    

 


there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-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 V1-A,
Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2 and Class Z Certificates (together with the Class R Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a “residual interest” in four “real estate mortgage investment conduits,” as those
terms are defined, respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


 


Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the
“tax matters person” pursuant to Treasury Regulations Section 1.860F 4(d) and “partnership representative”
(within the meaning of Section 6223 of the Code, to the extent such provision is applicable to the Trust REMICs) for each Trust
REMIC, and the Certificate Administrator is hereby irrevocably designated and shall serve as attorney in fact and agent for any
such Person that is the “tax matters person” or “partnership representative”.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of the aggregate amount, if any, allocable to the Class R Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


 



    A-18-4 


     

    

 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan


 



    A-18-5 


     

    

 


acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Class R Specific Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Vinings Village
Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the Vinings Village Loan
REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due
presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any
agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee,
the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any
agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset


 



    A-18-6 


     

    

 


Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as 



 






    A-18-7 


     

    

 


	 	 	evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial



 






    A-18-8 


     

    

 


	 	 	 mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 






    A-18-9 


     

    






 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or



  


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 



    A-18-10 


     

    

 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-18-11 


     

    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class R Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: _______________


  


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: _______________ 


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  




    A-18-12 


     

    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class R Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest represented by the within Class
R Certificates to the above-named Assignee(s) and to deliver such Class R Certificate to the following address:


 


Date:
_______________


 










	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number







  




    A-18-13 


     

    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: _______________________________________________________ _____________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
_________________________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent. 





	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number







 




    A-18-14 


     

    

 


EXHIBIT
A-19


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS Z


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 




    A-19-1 


     

    

 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS Z


 





	Percentage Interest: N/A	 	 
	 	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in December 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in January 2017, the date that would have been its Due Date in December 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 	 




 


	
        CUSIP:   12594P BJ9108

        

        U13031 AJ5109 

        12594P BK6110

         
	 	 
	
        ISIN:       US12594PBJ93111 

        USU13031AJ57112 

        US12594PBK66113

         
	 	 
	No.:  [Z-1][Z-S-1]	 	 


 


This certifies that
TORCHLIGHT DEBT OPPORTUNITY FUND V HOLDINGS (CAYMAN), LP is the registered owner of an interest in a Trust Fund, including the
distributions to be made with respect to the Class Z Certificates. The Trust Fund, described more fully below, consists primarily
of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and
held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be
serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict


 


 



 


108 For Rule
144A Certificates


 


109 For Regulation
S Certificates


 


110 For IAI
Certificates


 


111 For Rule
144A Certificates


 


112 For Regulation
S Certificates


 


113 For IAI Certificates



 



    A-19-2 


     

    

 


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 V1-A, Class
V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2 and Class R Certificates (together with the Class Z Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount, if any, allocable to the Class Z Certificates for such Distribution Date, all as
more fully described in the Pooling and Servicing Agreement.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise


 



    A-19-3 


     

    

 


(b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the


 



    A-19-4 


     

    

 


 extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Class R Specific Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Vinings Village
Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the Vinings Village Loan
REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 



    A-19-5 


     

    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material



 






    A-19-6 


     

    

 


	 	 	respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action



 






    A-19-7 


     

    

 


	 	 	 will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the 



 






    A-19-8 


     

    

 


	 	 	requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 



    A-19-9 


     

    

 


the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans. 


 




    A-19-10 


     

    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class Z Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Dated: _______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class Z Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: _______________


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent 




	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  




    A-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 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-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


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS v1-a


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]114


 


[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.]115


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE
GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 






		114	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.





		115	Global
                                         Certificate legend.



  




    A-20-1 


     

    

 


CSMC 2016-NXSR MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-A


 


	Class V1-A Pass-Through Rate:  N/A.  The Class V1-A Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V1-A Percentage Interest of the sum of the interest distributable on the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A and Class A-S Regular Interests.	 	
        CUSIP: 12594P BC4

         

        ISIN:     US12594PBC41

         

	Original Aggregate Certificate Balance of the Class V1-A Certificates: $455,124,000.
	 	 
	
        

        The original aggregate Certificate Balance of the Class V1-A
        Certificates is equal to the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
        Class X-A and Class A-S Regular Interests on the Closing Date (without giving effect to any exchanges on the Closing Date).

         
	 	

                                                                            Initial Certificate Balance of this Certificate as of the Closing Date:  $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)

	First Distribution Date: January 18, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [____]	 	No.: V1-A-[_]


  


This certifies that
[              ] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the Class V1-A Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, 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 V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class R and Class Z Certificates
(together with the Class V1-A Certificates, the


 



    A-20-2 


     

    

 


“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 December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit,” as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class V1-A
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class V1-A Certificates is the
calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise


 



    A-20-3 


     

    

 


(b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the


 



    A-20-4 


     

    

 


extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Class R Specific Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Vinings Village
Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the Vinings Village Loan
REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 



    A-20-5 


     

    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other
provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material



 






    A-20-6 


     

    

 


	 	 	respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action



 






    A-20-7 


     

    

 


	 	 	 will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the



 






    A-20-8 


     

    

 


	 	 	 requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 



    A-20-9 


     

    

 


the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    A-20-10 


     

    

 


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class V1-A Certificate to be duly executed.


 


Dated: December [__], 2016


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Certificate
of Authentication


 


This is one of the
Class V1-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December [__], 2016


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  




    A-20-11 


     

    





 


EXHIBIT
A-21


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS v1-B


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]116


 


[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.]117


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE
GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 




		116	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



		117	Global
                                         Certificate legend.



 




    A-21-1 


    	 



    

 


CSMC 2016-NXSR MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-B


 


	Class V1-B Pass-Through Rate:  N/A.  The Class V1-B Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V1-B Percentage Interest of the interest distributable on the Class X-B and Class B Regular Interests.	 	
        CUSIP: 12594P BD2

         

        ISIN:     US12594PBD24

        

	 	 	 
	
        Original Aggregate Certificate Balance of the Class V1-B Certificates: $40,961,000.

         

        The original aggregate Certificate Balance of the Class
V1-B Certificates is equal to the aggregate Certificate Balance of the Class X-B and Class B Regular Interests on the Closing
Date (without giving effect to any exchanges on the Closing Date).
	 	

                                                       

                                                       

                                                      Initial Certificate Balance of this Certificate as of the Closing Date:  $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)

	 	 	 
	First Distribution Date: January 18, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  [____]	 	No.: V1-B-[__]





 


This certifies that
[              ] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the Class V1-B Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, 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 V1-A, Class V1-C, Class V1-D, Class V1-E, Class V2, Class R and Class Z Certificates
(together with the Class V1-B Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 






    A-21-2 


    	 



    

 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit,” as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class V1-B
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class V1-B Certificates is the
calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and


 






    A-21-3 


    	 



    

 


surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier


 






    A-21-4 


    	 



    

 


REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Class R Specific Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Vinings Village
Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the Vinings Village Loan
REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and
Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement
to conform or be consistent with or in furtherance of the statements made in



 






    A-21-5 


    	 



    

 





			the Prospectus (or in an offering document for any related non-offered certificates) with
                                                                            respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
                                                                            provisions which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall
in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an
RRI Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling
and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the
Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or
to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section
5.03(o) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add
any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder of a Serviced Pari Passu Companion Loan not
consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency 



 






    A-21-6 


    	 



    

 





			Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25
of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each
Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an
RRI Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of
the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred
and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing Certificateholder
or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 






    A-21-7 


    	 



    

 


		(ix)	to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any Holders of
the RRI Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling
and Servicing Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered
offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any class without the consent
of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion
Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion
Holder without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Holders, as
applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates
without the consent of the Holders of all Certificates of such Class then outstanding;



 






    A-21-8 


    	 



    

 


or


 


		(iv)	change in any manner any defined term used in any Mortgage
Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without
the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100%
of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of
the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to


 






    A-21-9 


    	 



    

 


zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    A-21-10 


    	 



    




 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-B Certificate to be duly executed.


 


Dated: December [__], 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory









 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class V1-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December [__], 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-21-11 


    	 



    

 











EXHIBIT
A-22


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS v1-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.]118


 


[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.]119



 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE
GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



	118	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.





		119	Global
                                         Certificate legend.







 



    A-22-1 


    	 



    

 


CSMC 2016-NXSR MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-C


 


	Class V1-C Pass-Through Rate:  N/A.  The Class V1-C Certificates will be entitled to receive the Class V1-C Percentage Interest of the interest distributable on the Class C Regular Interest.	 	
        CUSIP: 12594P BE0

         

        ISIN:     US12594PBE07

	 	 	 
	
        Original Aggregate Certificate Balance of the Class V1-C Certificates: $ 31,100,000.

         

        The original aggregate Certificate Balance of the Class V1-C
        Certificates is equal to the aggregate Certificate Balance of the Class C Regular Interests on the Closing Date (without giving
        effect to any exchanges on the Closing Date).

         
	 	Initial Certificate Balance of this Certificate as of the Closing Date:  $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  [____]	 	No.: V1-C-[__]





 


This certifies that
[              ] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the Class V1-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-E, Class X-F, Class X-NR, Class A-S, Class B, Class C,
Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V2, Class R and Class
Z Certificates (together with the Class V1-C Certificates, the “Certificates”; the Holders of Certificates are
collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo


 






    A-22-2 


    	 



    

 


Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class V1-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 V1-C Certificates is the
calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 






    A-22-3 


    	 



    

 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Class R Specific Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such


 






    A-22-4 


    	 



    

 


Gain-on-Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Vinings Village
Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the Vinings Village Loan
REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and
Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement
to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any
related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions 



 






    A-22-5 


    	 



    

 





			which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall
in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an
RRI Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling
and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the
Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or
to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section
5.03(o) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add
any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder of a Serviced Pari Passu Companion Loan not
consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment
or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or



 






    A-22-6 


    	 



    

 





			qualification
of its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each
Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an
RRI Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of
the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred
and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing Certificateholder
or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the
procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such



 






    A-22-7 


    	 



    

 





			amendment shall
not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt,
any Holders of the RRI Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated,
receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that
the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5
Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website; or


 


		(x)	to modify, eliminate or add to any provisions of the Pooling
and Servicing Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered
offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any class without the consent
of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion
Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion
Holder without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Holders, as
applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates
without the consent of the Holders of all Certificates of such Class then outstanding; or



 






    A-22-8 


    	 



    

 


		(iv)	change in any manner any defined term used in any Mortgage
Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without
the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100%
of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of
the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole 


 



    A-22-9 


    	 



    




 


Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 









    A-22-10 


    	 



    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-C Certificate to be duly
executed.


 


Dated: December [__], 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the Class V1-C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December [__], 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 






    A-22-11 


    	 



    



 








EXHIBIT
A-23


 


CSMC 2016-NXSR COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS V1-D CERTIFICATE


 








[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE 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 HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH
TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT,
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 









    A-23-1 


    	 



    

 


CSMC 2016-NXSR MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-D


 


	Class V1-D Pass-Through Rate:  N/A.  The Class V1-D Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V1-D Percentage Interest of the interest distributable on the Class D Regular Interest.	 	
        CUSIP:     12594P
BF7120

U13031 AK2121
 12594P BL4122

         

        ISIN:         US12594PBF71123

USU13031AK21124
 US12594PBL40125

	 	 	 
	
        Original Aggregate Certificate Balance of the Class V1-D Certificates: $31,000,000.

         

        The original aggregate Certificate Balance of the Class
V1-D Certificates is equal to the aggregate Certificate Balance of the Class D Regular Interest on the Closing Date (without giving
effect to any exchanges on the Closing Date). 
	 	Initial Certificate Balance of this Certificate as of the Closing Date:  $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  [____]	 	No.: V1-D-[__]





 


This certifies that
[              ] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the Class V1-D Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, 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


 





 



 





120
For Rule 144A Certificates


 


121
For Regulation S Certificates


 


122
For IAI Certificates


 


123
For Rule 144A Certificates


 


124
For Regulation S Certificates


 


125 For
IAI Certificates


 



    A-23-2 


    	 



    




 


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 V1-A, Class V1-B, Class V1-C, Class V1-E, Class V2, Class R and Class
Z Certificates (together with the Class V1-D Certificates, the “Certificates”; the Holders of Certificates are
collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class V1-D
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class V1-D Certificates is the
calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs.


 






    A-23-3 


    	 



    

 


Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and


 






    A-23-4 


    	 



    

 


Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Class R Specific Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Vinings Village
Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the Vinings Village Loan
REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations


 






    A-23-5 


    	 



    

 


Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    A-23-6 


    	 



    

 


		(i)	to correct any defect or ambiguity in the Pooling and
Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement
to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any
related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall
in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an
RRI Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling
and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the
Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or
to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section
5.03(o) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add
any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change;
provided that the required action shall not adversely affect in any material



 






    A-23-7 


    	 



    

 





			respect the interests
of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each
Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an
RRI Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the
provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan,
as to the Directing Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine
that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such
industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the
Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action



 






    A-23-8 


    	 



    

 





			will not result in the downgrade, withdrawal or qualification of its then-current ratings
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any Holders of
the RRI Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling
and Servicing Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered
offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any class without the consent
of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion
Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such amendment or remove the 



 






    A-23-9 


    	 



    

 


 





			requirement to obtain consent of any Companion
Holder without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Holders, as
applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates
without the consent of the Holders of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage
Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without
the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100%
of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of
the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 






    A-23-10 


    	 



    

 


the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 





 



    A-23-11 


    	 



    


 


IN
                                         WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-D
                                         Certificate to be duly executed.


 


Dated: December [__], 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class V1-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December [__], 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 






    A-23-12 


    	 



    





  


EXHIBIT
A-24


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS V1-E CERTIFICATE


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]126


 


[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.]127


 


[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.]128



 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


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


 


 



	126	Temporary
                                         Regulation S Global Certificate legend.



		127	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



		128	Global
                                         Certificate legend.




 



     A-24-1


     


    

 


FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR
A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT
IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 



 






     A-24-2


     


    




 


CSMC 2016-NXSR MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-E


 


	Class V1-E Pass-Through Rate:  N/A.  The Class V1-E Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V1-E Percentage Interest of the sum of the interest distributable on the Class X-E, Class X-F, Class X-NR, Class E, Class F and Class NR Regular Interests.	 	
        CUSIP:   12594P
BG5129

                             U13031
AL0130

                             12594P
BM2131

         

        ISIN:       US12594PBG54132

                            USU13031AL04133

                             US12594PBM23134

         

	Original Aggregate Certificate Balance of the
        Class V1-E Certificates: $48,547,039.	 	 
	 	 	 
	
        

        The original aggregate Certificate Balance of
the Class V1-E Certificates is equal to the aggregate Certificate Balance of the Class X-E, Class X-F, Class X-NR, Class E, Class
F and Class NR Regular Interests on the Closing Date (without giving effect to any exchanges on the Closing Date).

         
	 	Initial Certificate Balance of this Certificate as of the Closing Date:  $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	First Distribution Date: January 18, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  November 2026	 	No.: V1-E-[__]


  


This certifies that
[              ] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the Class V1-E Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, 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


 








 



 


129
For Rule 144A Certificates


 


130
For Regulation S Certificates


 


131
For IAI Certificates


 


132
For Rule 144A Certificates


 


133
For Regulation S Certificates


 


134
For IAI Certificates



 






     A-24-3


     


    

  


hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C,
Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V2, Class R and Class
Z Certificates (together with the Class V1-E Certificates, the “Certificates”; the Holders of Certificates are
collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
(i) beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended and
(ii) a beneficial interest in the Excess Interest and proceeds thereof in the Excess Interest Distribution Account.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class V1-E
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class V1-E Certificates is the
calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 






     A-24-4


     


    




 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan


 



     A-24-5


     


    

 


acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Class R Specific Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Vinings Village
Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the Vinings Village Loan
REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset


 



     A-24-6


     


    

 


 Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as 



 






     A-24-7


     


    




 


	 	 	evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of
Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial



 






     A-24-8


     


    




 


	 	 	mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 






     A-24-9


     


    




 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 






     A-24-10


     


    




 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.





 






     A-24-11


     


    




 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-E Certificate to be duly executed.


 


Dated: December [__], 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Certificate
of Authentication


 


This is one of the
Class V1-E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December [__], 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory








 






     A-24-12


     


    




 


EXHIBIT
A-25


 


CSMC 2016-NXSR
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-NXSR, CLASS V2


 





[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]135


 


[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.]136


 


[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.]137



 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


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


 





 



	135	Temporary
                                         Regulation S Global Certificate legend.



		136	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



		137	Global
                                         Certificate legend.




 



     A-25-1


     


    

 


FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR
A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT
IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.





 








     A-25-2


     


    

 


CSMC 2016-NXSR MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V2


 


	Class V2 Pass-Through Rate:  N/A.  The Class V2 Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V2 Percentage Interest of the sum of the interest distributable on the Regular Interests.	 	
        CUSIP:    12594P
BH3138

 U13031 AM8139

 12594P BN0140

         

        ISIN:        US12594PBH38141

 USU13031AM86142

 US12594PBN06143 

		 	 
	
        Original Aggregate Certificate Balance of the
        Class V2 Certificates: $ 606,832,039.

         

        The original aggregate Certificate Balance of the Class
V2 Certificates is equal to the aggregate of the Regular Interests on the Closing Date (without giving effect to any exchanges
on the Closing Date). 
	 	Initial Certificate Balance of this Certificate as of the Closing Date:  $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	 	 	 
	First Distribution Date: January 18, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  [____]	 	No.: V2-[__]


  


This certifies that
[              ] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the Class V2 Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, 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


 





 



 


138
For Rule 144A Certificates


 


139
For Regulation S Certificates


 


140
For IAI Certificates


 


141
For Rule 144A Certificates


 


142
For Regulation S Certificates


 


143
For IAI Certificates



 



     A-25-3


     


    

  


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 V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class R and Class
Z Certificates (together with the Class V2 Certificates, the “Certificates”; the Holders of Certificates are
collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Master Servicer,
and Torchlight Loan Services, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
(i) beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended and
(ii) a beneficial interest in the Excess Interest and proceeds thereof in the Excess Interest Distribution Account.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the 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 January 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class V2 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class V2 Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs.


 



     A-25-4


     


    

 


Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and


 



     A-25-5


     


    

 


Servicing Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Class R Specific Grantor Trust Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Vinings Village
Loan REMIC Regular Interest and the Jameel Road and Kirkwood Center Loan REMIC Regular Interest; (xiii) the Vinings Village Loan
REMIC Residual Interest and the Jameel Road and Kirkwood Center Loan REMIC Residual Interest; and (xiv) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations


 



     A-25-6


     


    

 


Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






     A-25-7


     


    




 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest), as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating
Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RRI Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material



 






     A-25-8


     


    




 


	 	 	respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RRI Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
	 	 	 
		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RRI Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of
Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Certificateholder or the Holder of a majority of the Controlling Class, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action



 






     A-25-9


     


    




 


	 	 	will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of the RRI Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the 



 






     A-25-10


     


    




 


	 	 	requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement.
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 



     A-25-11


     


    

 


the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Regular
Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.





 






     A-25-12


     


    

  


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V2 Certificate to be duly executed.


 


Dated: December [__], 2016


 





	 	WELLS FARGO BANK, NATIONAL
    ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Certificate
of Authentication


 


This is one of the
Class V2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December [__], 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  



     A-25-13


     


    

 


 




 





EXHIBIT
B


 


MORTGAGE LOAN SCHEDULE


 




    B-1 


     


    

 


 







 




 


	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	City	State	Zip
    Code	County	Property
    Name	Size
    	Measure	 Mortgage
    Rate in Effect at Origination (%) 	 Net
    Mortgage Rate in Effect at the Cut-off Date (%) 	Companion
    Loan Mortgage Rate in Effect at Origination (%)	Companion
    Loan Net Mortgage Rate in Effect at the Cut-off Date (%)
	1	Natixis	Princeton
    HD Owner LLC	800
    Scudders Mill Road	Plainsboro	NJ	08536	Middlesex	Novo
    Nordisk	761,824	Square
    Feet	3.4820000%	3.4595700%	3.4820000%	3.4595700%
	2	Natixis	Vertical
    Industrial Park Associates, a Limited Partnership	66-26
    Metropolitan Avenue	Middle
    Village	NY	11379	Queens	Rentar
    Plaza	1,567,208	Square
    Feet	3.4820000%	3.4595700%	3.4820000%	3.4595700%
	3
    (1)	Column
    Financial, Inc. / Natixis	Mall
    At Gurnee Mills, LLC	6170
    West Grand Avenue	Gurnee	IL	60031	Lake	Gurnee
    Mills	1,683,915	Square
    Feet	3.9900000%	3.9729800%	3.9900000%	3.9729800%
	4	Natixis	24th
    Street LIC LLC	41-42
    24th Street	Long
    Island City	NY	11101	Queens	QLIC	421	Units	4.3997000%	4.3826800%	4.3997000%	4.3826800%
	5	UBSAG	CF
    Net Lease Portfolio I DST	Various	Various	Various	Various	Various	Walgreens
    Portfolio I	140,635	Square
    Feet	4.5930000%	4.5722400%	NAP	NAP
	5.01	UBSAG	 	215
    Andrews Highway	Midland	TX	79701	Midland	Walgreens
    - Midland, TX	21,700	Square
    Feet	 	 	 	 
	5.02	UBSAG	 	1160
    South Business IH-35	New
    Braunfels	TX	78130	Comal	Walgreens
    - New Braunfels, TX	15,120	Square
    Feet	 	 	 	 
	5.03	UBSAG	 	4415
    North State Line Avenue	Texarkana	TX	75503	Bowie	Walgreens
    - Texarkana, TX	15,070	Square
    Feet	 	 	 	 
	5.04	UBSAG	 	2612
    South College Avenue	Fort
    Collins	CO	80525	Larimer	Walgreens
    - Fort Collins, CO	14,975	Square
    Feet	 	 	 	 
	5.05	UBSAG	 	7392
    McLaughlin Road	Falcon	CO	80831	El
    Paso	Walgreens
    - Falcon, CO	14,820	Square
    Feet	 	 	 	 
	5.06	UBSAG	 	2501
    61st Street	Galveston	TX	77551	Galveston	Walgreens
    - Galveston, TX	14,820	Square
    Feet	 	 	 	 
	5.07	UBSAG	 	981
    Shawano Street	New
    London	WI	54961	Waupaca	Walgreens
    - New London, WI	14,820	Square
    Feet	 	 	 	 
	5.08	UBSAG	 	1133
    North Johns Street	Dodgeville	WI	53533	Iowa	Walgreens
    - Dodgeville, WI	14,820	Square
    Feet	 	 	 	 
	5.09	UBSAG	 	1000
    East Central Texas Expressway	Killeen	TX	76541	Bell	Walgreens
    - Killeen, TX	14,490	Square
    Feet	 	 	 	 
	6	UBSAG	Hillsboro
    Hotel I Delaware, LLC; Parkway Hillsboro I Delaware, LLC	20001
    Northwest Tanasbourne Drive	Hillsboro	OR	97124	Washington	Embassy
    Suites - Hillsboro	165	Rooms	5.0820000%	5.0612400%	NAP	NAP
	7	UBSAG	Galleria
    at Wolfchase, LLC	2760
    North Germantown Parkway	Memphis	TN	38133	Shelby	Wolfchase
    Galleria	391,862	Square
    Feet	4.1460000%	4.1289800%	4.1460000%	4.1289800%
	8	UBSAG	CF
    Net Lease Portfolio V DST	Various	Various	Various	Various	Various	Walgreens
    Portfolio V	118,200	Square
    Feet	4.5930000%	4.5722400%	NAP	NAP
	8.01	UBSAG	 	1745
    East Southern Avenue	Tempe	AZ	85282	Maricopa	Walgreens
    - Tempe, AZ	14,820	Square
    Feet	 	 	 	 
	8.02	UBSAG	 	2304
    East Lincolnway	Cheyenne	WY	82001	Laramie	Walgreens
    - Cheyenne, WY	15,120	Square
    Feet	 	 	 	 
	8.03	UBSAG	 	939
    North Wisconsin Street	Elkhorn	WI	53121	Walworth	Walgreens
    - Elkhorn, WI	14,820	Square
    Feet	 	 	 	 
	8.04	UBSAG	 	1740
    Center Avenue	Janesville	WI	53546	Rock	Walgreens
    - Janesville, WI	14,820	Square
    Feet	 	 	 	 
	8.05	UBSAG	 	607
    Park Avenue	Beaver
    Dam	WI	53916	Dodge	Walgreens
    - Beaver Dam, WI	14,820	Square
    Feet	 	 	 	 
	8.06	UBSAG	 	2702
    Calumet Drive	Sheboygan	WI	53083	Sheboygan	Walgreens
    - Sheboygan, WI	14,820	Square
    Feet	 	 	 	 
	8.07	UBSAG	 	101
    Center Avenue	Merrill	WI	54452	Lincoln	Walgreens
    - Merrill, WI	14,490	Square
    Feet	 	 	 	 
	8.08	UBSAG	 	3301
    Church Street	Stevens
    Point	WI	54481	Portage	Walgreens
    - Stevens Point, WI	14,490	Square
    Feet	 	 	 	 
	9	UBSAG	Federal
    Way Crossings Owner LLC; Trimark FWC Owner LLC	35009
    Enchanted Parkway South	Federal
    Way	WA	98003	King	Federal
    Way Crossings	207,686	Square
    Feet	4.5888000%	4.5717800%	4.5888000%	4.5717800%
	10	Natixis	Greenwich
    Park LLC	51
    Weaver Street, 18 Valley Drive and West Putnam Avenue	Greenwich	CT	06831	Fairfield	Greenwich
    Office Park	379,861	Square
    Feet	4.5540000%	4.5293200%	4.5540000%	4.5293200%
	11	UBSAG	Great
    Falls Marketplace Holdings, LLC	1601
    Market Place Drive	Great
    Falls	MT	59404	Cascade	Great
    Falls Marketplace	214,951	Square
    Feet	5.9070000%	5.8862400%	NAP	NAP
	12	UBSAG	Gonzales
    Lodging LLC; Lakshmi, LLC; Lakshmi Hospitality LLC; Lakshmi of Covington LLC; Lakshmi Sarkar LLC; Lakshmi Vicksburg Inc.	Various	Various	Various	Various	Various	MY
    Portfolio	501	Rooms	4.9720000%	4.9462200%	4.9720000%	4.9462200%
	12.01	UBSAG	 	69354
    Stirling Boulevard	Covington	LA	70433	Saint
    Tammany	Holiday
    Inn Express - Covington	84	Rooms	 	 	 	 
	12.02	UBSAG	 	115
    Cypress Centre Drive	Vicksburg	MS	39180	Warren	Holiday
    Inn - Vicksburg	83	Rooms	 	 	 	 
	12.03	UBSAG	 	7049
    Bullard Avenue	New
    Orleans	LA	70128	Orleans	Holiday
    Inn Express - New Orleans	87	Rooms	 	 	 	 
	12.04	UBSAG	 	2821
    West Cabela Parkway	Gonzales	LA	70737	Ascension	Comfort
    Suites - Gonzales	77	Rooms	 	 	 	 
	12.05	UBSAG	 	4160
    South Frontage Road	Vicksburg	MS	39180	Warren	LaQuinta
    Inn & Suites - Vicksburg	77	Rooms	 	 	 	 
	12.06	UBSAG	 	100
    Holiday Boulevard	Slidell	LA	70460	Saint
    Tammany	Candlewood
    Suites - Slidell	93	Rooms	 	 	 	 
	13	UBSAG	681
    Fifth Avenue LLC	681
    Fifth Avenue	New
    York	NY	10022	New
    York	681
    Fifth Avenue	82,573	Square
    Feet	4.1265000%	4.1094800%	4.1265000%	4.1094800%
	14	Natixis	IRNM
    Hotel Cromwell, LLC; IRNM Fee Cromwell, LLC	4
    Sebethe Drive	Cromwell	CT	06416	Middlesex	Courtyard
    Cromwell	145	Rooms	4.2800000%	4.2592400%	NAP	NAP
	15	Natixis	Smith
    Corner Associates, an Ohio Limited Partnership	367
    Ghent Road	Akron	OH	44333	Summit	Sterling
    Jewelers Corporate HQ III	100,890	Square
    Feet	4.2900000%	4.2692400%	NAP	NAP
	16	Natixis	DP
    73, LLC	4500
    Malone Road; 4570 Shelby Air Park Drive; 4650 Shelby Air Park Drive; 4500 Atlantic Way; 4350 East Shelby Drive; 4770 Malone
    Road	Memphis	TN	38118	Shelby	Shelby
    Air Park	993,800	Square
    Feet	4.1800000%	4.1592400%	NAP	NAP
	17	Column
    Financial, Inc.	LBV
    Smyrna Retail, LLC; Vinings Investors, LLC; Michael WB, LLC; MS Vinings, LLC; RZ Vinings, LLC	4715
    South Atlanta Road	Smyrna	GA	30080	Cobb	Vinings
    Village	61,573	Square
    Feet	4.9000000%	4.8317400%	NAP	NAP
	18	Natixis	OMS
    O’Hare, LLC	10300
    West Higgins Road 	Rosemont	IL	60018	Cook	Best
    Western O’Hare	141	Rooms	5.4000000%	5.3792400%	NAP	NAP
	19	Natixis	Brick
    Pioneer, LLC	588
    Route 70	Brick
    Township	NJ	08723	Ocean	Fedex
    Plaza	26,933	Square
    Feet	4.0400000%	4.0192400%	NAP	NAP
	20	Column
    Financial, Inc.	Prime
    Storage Bordentown, LLC	800
    U.S. Route 206	Bordentown	NJ	08506	Burlington	The
    Storage Depot-Bordentown	579	Units	4.4800000%	4.4592400%	NAP	NAP
	21	Column
    Financial, Inc.	Prime
    Storage Westville, LLC	1071
    Delsea Drive	Westville	NJ	08093	Gloucester	The
    Storage Depot-Westville	714	Units	4.4800000%	4.4592400%	NAP	NAP
	22	Column
    Financial, Inc.	Jameel
    Kirkwood LLC	Various	Various	TX	Various	Various	Jameel
    Road & Kirkwood Center	132,997	Square
    Feet	4.5200000%	4.4992400%	NAP	NAP
	22.01	Column
    Financial, Inc.	 	8600,
    8700, 8800 & 8850 Jameel Road	Houston	TX	77040	Harris	8600-8850
    Jameel Road	87,099	Square
    Feet	 	 	 	 
	22.02	Column
    Financial, Inc.	 	12705
    South Kirkwood Road	Stafford	TX	77477	Fort
    Bend	Kirkwood
    Center	45,898	Square
    Feet	 	 	 	 
	23	UBSAG	AP
    Capital REIT Cobblestone Limited Partnership	1721
    East Warner Road	Tempe	AZ	85284	Maricopa	Cobblestone
    Village	97,915	Square
    Feet	5.3060000%	5.2852400%	NAP	NAP
	24	Natixis	Apsilon
    Management, Inc.	301
    North Central Avenue	Hapeville	GA	30354	Fulton	Best
    Western Plus Atlanta Airport-East	146	Rooms	5.0800000%	5.0592400%	NAP	NAP
	25	Natixis	IWALA
    Inc.	1425
    South 5th Street	Saint
    Charles	MO	63301	St.
    Charles	The
    Charles Hotel	133	Rooms	4.3200000%	4.2992400%	NAP	NAP
	26	UBSAG	Wilmington
    TIC-MINN, LLC; Wilmington TIC-SB, LLC	3336,
    3260 and 3188 Progress Way	Wilmington	OH	45177	Clinton	Wilmington
    Industrial Park	526,019	Square
    Feet	4.9880000%	4.9672400%	NAP	NAP
	27	Natixis	Dika-Windmill
    Lakes, L.L.C.	3-87
    North Randall Road	Batavia	IL	60510	Kane	Windmill
    Lakes Center	70,949	Square
    Feet	5.9900000%	5.9692400%	NAP	NAP
	28	Natixis	Krishna
    Hospitality, LLC	5433
    West Wiley Post Way	Salt
    Lake City	UT	84116	Salt
    Lake	Best
    Western Salt Lake City 	81	Rooms	5.2800000%	5.2592400%	NAP	NAP
	29	Column
    Financial, Inc.	Solaris
    Properties LLC	534
    Flatbush Avenue	Brooklyn	NY	11225	Kings	534
    Flatbush Ave-Brooklyn	11,700	Square
    Feet	5.3210000%	5.3002400%	NAP	NAP
	30	Natixis	8651
    Wilbur Avenue, LLC	8651
    Wilbur Avenue	Los
    Angeles	CA	91324	Los
    Angeles	Northridge
    Palm Apartment	36	Units	4.5200000%	4.4992400%	NAP	NAP
	31	Natixis	Delaware
    PNW Hotels, LLC	1419
    West Main Street	Battle
    Ground	WA	98604	Clark	Best
    Western Battleground	46	Rooms	6.3500000%	6.3292400%	NAP	NAP
	32	Natixis	IVY
    Investment III, LLC	245-251
    South Kerr Avenue	Wilmington	NC	28403	New
    Hanover	Oak
    Court Apartments	30	Units	5.7000000%	5.6792400%	NAP	NAP
	33	Natixis	38719
    / 38729 10th Street, Inc.	38719
    & 38729 10th Street East	Palmdale	CA	93550	Los
    Angeles	Colonial
    Terrace	51	Units	4.5200000%	4.4992400%	NAP	NAP




 


    


     


    


 

	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	 Original
    Principal Balance 	 Cut-off
    Principal Balance 	Original
    Term	Remaining
    Term	Maturity/ARD
    Date	Amortiziation
    Term	Remaining
    Amortization Term for Balloon Loans	Companion
    Loan Cut-off Principal Balance	Companion
    Loan Original Term	Companion
    Loan Remaining Term	Companion
    Loan Maturity/ARD Date
	1	Natixis	Princeton
    HD Owner LLC	800
    Scudders Mill Road	$60,000,000	$60,000,000	60	57	9/5/2021	0	0	$108,300,000	60	57	9/5/2021
	2	Natixis	Vertical
    Industrial Park Associates, a Limited Partnership	66-26
    Metropolitan Avenue	$60,000,000	$60,000,000	120	117	9/5/2026	0	0	$72,000,000	120	117	9/5/2026
	3
    (1)	Column
    Financial, Inc. / Natixis	Mall
    At Gurnee Mills, LLC	6170
    West Grand Avenue	$60,000,000	$59,833,177	120	118	10/1/2026	360	358	$214,402,219	120	118	10/1/2026
	4	Natixis	24th
    Street LIC LLC	41-42
    24th Street	$50,000,000	$50,000,000	120	109	1/5/2026	0	0	$95,000,000	120	109	1/5/2026
	5	UBSAG	CF
    Net Lease Portfolio I DST	Various	$32,581,902	$32,581,902	120	120	12/1/2026	0	0	NAP	NAP	NAP	NAP
	5.01	UBSAG	 	215
    Andrews Highway	$5,112,731	$5,112,731	 	 	 	 	 	 	 	 	 
	5.02	UBSAG	 	1160
    South Business IH-35	$3,562,420	$3,562,420	 	 	 	 	 	 	 	 	 
	5.03	UBSAG	 	4415
    North State Line Avenue	$3,550,639	$3,550,639	 	 	 	 	 	 	 	 	 
	5.04	UBSAG	 	2612
    South College Avenue	$3,528,256	$3,528,256	 	 	 	 	 	 	 	 	 
	5.05	UBSAG	 	7392
    McLaughlin Road	$3,491,737	$3,491,737	 	 	 	 	 	 	 	 	 
	5.06	UBSAG	 	2501
    61st Street	$3,491,737	$3,491,737	 	 	 	 	 	 	 	 	 
	5.07	UBSAG	 	981
    Shawano Street	$3,327,266	$3,327,266	 	 	 	 	 	 	 	 	 
	5.08	UBSAG	 	1133
    North Johns Street	$3,327,266	$3,327,266	 	 	 	 	 	 	 	 	 
	5.09	UBSAG	 	1000
    East Central Texas Expressway	$3,189,850	$3,189,850	 	 	 	 	 	 	 	 	 
	6	UBSAG	Hillsboro
    Hotel I Delaware, LLC; Parkway Hillsboro I Delaware, LLC	20001
    Northwest Tanasbourne Drive	$32,500,000	$32,461,538	120	119	11/6/2026	360	359	NAP	NAP	NAP	NAP
	7	UBSAG	Galleria
    at Wolfchase, LLC	2760
    North Germantown Parkway	$30,000,000	$29,957,889	120	119	11/1/2026	360	359	$134,810,500	120	119	11/1/2026
	8	UBSAG	CF
    Net Lease Portfolio V DST	Various	$26,635,694	$26,635,694	120	120	12/1/2026	0	0	NAP	NAP	NAP	NAP
	8.01	UBSAG	 	1745
    East Southern Avenue	$3,491,737	$3,491,737	 	 	 	 	 	 	 	 	 
	8.02	UBSAG	 	2304
    East Lincolnway	$3,328,539	$3,328,539	 	 	 	 	 	 	 	 	 
	8.03	UBSAG	 	939
    North Wisconsin Street	$3,327,266	$3,327,266	 	 	 	 	 	 	 	 	 
	8.04	UBSAG	 	1740
    Center Avenue	$3,327,266	$3,327,266	 	 	 	 	 	 	 	 	 
	8.05	UBSAG	 	607
    Park Avenue	$3,327,266	$3,327,266	 	 	 	 	 	 	 	 	 
	8.06	UBSAG	 	2702
    Calumet Drive	$3,327,266	$3,327,266	 	 	 	 	 	 	 	 	 
	8.07	UBSAG	 	101
    Center Avenue	$3,253,177	$3,253,177	 	 	 	 	 	 	 	 	 
	8.08	UBSAG	 	3301
    Church Street	$3,253,177	$3,253,177	 	 	 	 	 	 	 	 	 
	9	UBSAG	Federal
    Way Crossings Owner LLC; Trimark FWC Owner LLC	35009
    Enchanted Parkway South	$25,500,000	$25,466,958	120	119	11/6/2026	360	359	$32,457,888	120	119	11/6/2026
	10	Natixis	Greenwich
    Park LLC	51
    Weaver Street, 18 Valley Drive and West Putnam Avenue	$25,000,000	$25,000,000	60	59	11/5/2021	0	0	$62,500,000	60	59	11/5/2021
	11	UBSAG	Great
    Falls Marketplace Holdings, LLC	1601
    Market Place Drive	$20,750,000	$20,750,000	120	120	12/6/2026	360	360	NAP	NAP	NAP	NAP
	12	UBSAG	Gonzales
    Lodging LLC; Lakshmi, LLC; Lakshmi Hospitality LLC; Lakshmi of Covington LLC; Lakshmi Sarkar LLC; Lakshmi Vicksburg Inc.	Various	$20,000,000	$19,935,183	120	118	10/6/2026	300	298	$9,967,592	120	118	10/6/2026
	12.01	UBSAG	 	69354
    Stirling Boulevard	$3,958,333	$3,945,505	 	 	 	 	 	 	 	 	 
	12.02	UBSAG	 	115
    Cypress Centre Drive	$3,500,000	$3,488,657	 	 	 	 	 	 	 	 	 
	12.03	UBSAG	 	7049
    Bullard Avenue	$3,333,333	$3,322,531	 	 	 	 	 	 	 	 	 
	12.04	UBSAG	 	2821
    West Cabela Parkway	$3,250,000	$3,239,467	 	 	 	 	 	 	 	 	 
	12.05	UBSAG	 	4160
    South Frontage Road	$3,041,667	$3,031,809	 	 	 	 	 	 	 	 	 
	12.06	UBSAG	 	100
    Holiday Boulevard	$2,916,667	$2,907,214	 	 	 	 	 	 	 	 	 
	13	UBSAG	681
    Fifth Avenue LLC	681
    Fifth Avenue	$15,000,000	$15,000,000	120	119	11/6/2026	0	0	$200,000,000	120	119	11/6/2026
	14	Natixis	IRNM
    Hotel Cromwell, LLC; IRNM Fee Cromwell, LLC	4
    Sebethe Drive	$14,000,000	$13,963,233	120	118	10/5/2026	360	358	NAP	NAP	NAP	NAP
	15	Natixis	Smith
    Corner Associates, an Ohio Limited Partnership	367
    Ghent Road	$13,550,000	$13,550,000	120	119	11/5/2026	0	0	NAP	NAP	NAP	NAP
	16	Natixis	DP
    73, LLC	4500
    Malone Road; 4570 Shelby Air Park Drive; 4650 Shelby Air Park Drive; 4500 Atlantic Way; 4350 East Shelby Drive; 4770 Malone
    Road	$12,861,000	$12,861,000	120	118	10/10/2026	360	360	NAP	NAP	NAP	NAP
	17	Column
    Financial, Inc.	LBV
    Smyrna Retail, LLC; Vinings Investors, LLC; Michael WB, LLC; MS Vinings, LLC; RZ Vinings, LLC	4715
    South Atlanta Road	$11,050,000	$11,050,000	120	108	12/6/2025	360	360	NAP	NAP	NAP	NAP
	18	Natixis	OMS
    O’Hare, LLC	10300
    West Higgins Road 	$9,500,000	$9,489,405	120	119	11/5/2026	360	359	NAP	NAP	NAP	NAP
	19	Natixis	Brick
    Pioneer, LLC	588
    Route 70	$8,750,000	$8,750,000	120	119	11/5/2026	360	360	NAP	NAP	NAP	NAP
	20	Column
    Financial, Inc.	Prime
    Storage Bordentown, LLC	800
    U.S. Route 206	$7,900,000	$7,900,000	120	119	11/6/2026	360	360	NAP	NAP	NAP	NAP
	21	Column
    Financial, Inc.	Prime
    Storage Westville, LLC	1071
    Delsea Drive	$7,800,000	$7,800,000	120	119	11/6/2026	360	360	NAP	NAP	NAP	NAP
	22	Column
    Financial, Inc.	Jameel
    Kirkwood LLC	Various	$7,750,000	$7,750,000	120	107	11/6/2025	360	360	NAP	NAP	NAP	NAP
	22.01	Column
    Financial, Inc.	 	8600,
    8700, 8800 & 8850 Jameel Road	$4,726,156	$4,726,156	 	 	 	 	 	 	 	 	 
	22.02	Column
    Financial, Inc.	 	12705
    South Kirkwood Road	$3,023,844	$3,023,844	 	 	 	 	 	 	 	 	 
	23	UBSAG	AP
    Capital REIT Cobblestone Limited Partnership	1721
    East Warner Road	$7,450,000	$7,450,000	120	120	12/6/2026	360	360	NAP	NAP	NAP	NAP
	24	Natixis	Apsilon
    Management, Inc.	301
    North Central Avenue	$6,625,000	$6,625,000	120	120	12/5/2026	360	360	NAP	NAP	NAP	NAP
	25	Natixis	IWALA
    Inc.	1425
    South 5th Street	$6,623,000	$6,605,744	120	118	10/5/2026	360	358	NAP	NAP	NAP	NAP
	26	UBSAG	Wilmington
    TIC-MINN, LLC; Wilmington TIC-SB, LLC	3336,
    3260 and 3188 Progress Way	$6,400,000	$6,400,000	120	120	12/6/2026	0	0	NAP	NAP	NAP	NAP
	27	Natixis	Dika-Windmill
    Lakes, L.L.C.	3-87
    North Randall Road	$6,200,000	$6,200,000	120	120	12/5/2026	360	360	NAP	NAP	NAP	NAP
	28	Natixis	Krishna
    Hospitality, LLC	5433
    West Wiley Post Way	$6,075,000	$6,075,000	120	120	12/5/2026	360	360	NAP	NAP	NAP	NAP
	29	Column
    Financial, Inc.	Solaris
    Properties LLC	534
    Flatbush Avenue	$4,620,000	$4,620,000	120	120	12/6/2026	360	360	NAP	NAP	NAP	NAP
	30	Natixis	8651
    Wilbur Avenue, LLC	8651
    Wilbur Avenue	$3,460,250	$3,460,250	120	116	8/5/2026	360	360	NAP	NAP	NAP	NAP
	31	Natixis	Delaware
    PNW Hotels, LLC	1419
    West Main Street	$3,409,000	$3,409,000	120	120	12/5/2026	300	300	NAP	NAP	NAP	NAP
	32	Natixis	IVY
    Investment III, LLC	245-251
    South Kerr Avenue	$2,940,000	$2,940,000	120	120	12/5/2026	360	360	NAP	NAP	NAP	NAP
	33	Natixis	38719
    / 38729 10th Street, Inc.	38719
    & 38729 10th Street East	$2,322,738	$2,311,065	120	116	8/5/2026	360	356	NAP	NAP	NAP	NAP




 


    


     


    


 

	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	Companion
    Loan Amortiziation Term	Companion
    Loan Remaining Amortization Term for Balloon Loans	Monthly
    Payment	Servicing
    Fee Rate	Subservicing
    Fee	Accrual
    Type	ARD
    Loan (Y/N)	Revised
    Rate (%)	Title
    Type	Crossed
    Collateralized Loan	Cross
    Defaulted Loan
	1	Natixis	Princeton
    HD Owner LLC	800
    Scudders Mill Road	0	0	$176,518	0.00500%	0.00000%	Actual/360	Yes	The
    sum of (a) the Initial Rate and (b) 3.0% plus the greater of (i) 0.0% and (ii) the amount by which 5-year Treasury Rate exceeds
    2.50%	Fee	No	No
	2	Natixis	Vertical
    Industrial Park Associates, a Limited Partnership	66-26
    Metropolitan Avenue	0	0	$176,518	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	3
    (1)	Column
    Financial, Inc. / Natixis	Mall
    At Gurnee Mills, LLC	6170
    West Grand Avenue	360	358	$286,103	0.00250%	0.00250%	Actual/360	No	 	Fee	No	No
	4	Natixis	24th
    Street LIC LLC	41-42
    24th Street	0	0	$185,867	0.00250%	0.00250%	Actual/360	No	 	Fee	No	No
	5	UBSAG	CF
    Net Lease Portfolio I DST	Various	NAP	NAP	$126,439	0.00500%	0.00000%	Actual/360	Yes	The
    greater of (i) 7.5930% or (ii) 3.0% plus the 10 year swap yield	Fee	No	No
	5.01	UBSAG	 	215
    Andrews Highway	 	 	 	 	 	 	 	 	Fee	 	 
	5.02	UBSAG	 	1160
    South Business IH-35	 	 	 	 	 	 	 	 	Fee	 	 
	5.03	UBSAG	 	4415
    North State Line Avenue	 	 	 	 	 	 	 	 	Fee	 	 
	5.04	UBSAG	 	2612
    South College Avenue	 	 	 	 	 	 	 	 	Fee	 	 
	5.05	UBSAG	 	7392
    McLaughlin Road	 	 	 	 	 	 	 	 	Fee	 	 
	5.06	UBSAG	 	2501
    61st Street	 	 	 	 	 	 	 	 	Fee	 	 
	5.07	UBSAG	 	981
    Shawano Street	 	 	 	 	 	 	 	 	Fee	 	 
	5.08	UBSAG	 	1133
    North Johns Street	 	 	 	 	 	 	 	 	Fee	 	 
	5.09	UBSAG	 	1000
    East Central Texas Expressway	 	 	 	 	 	 	 	 	Fee	 	 
	6	UBSAG	Hillsboro
    Hotel I Delaware, LLC; Parkway Hillsboro I Delaware, LLC	20001
    Northwest Tanasbourne Drive	NAP	NAP	$176,099	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	7	UBSAG	Galleria
    at Wolfchase, LLC	2760
    North Germantown Parkway	360	359	$145,761	0.00250%	0.00250%	Actual/360	No	 	Fee	No	No
	8	UBSAG	CF
    Net Lease Portfolio V DST	Various	NAP	NAP	$103,364	0.00500%	0.00000%	Actual/360	Yes	The
    greater of (i) 7.5930% or (ii) 3.0% plus the 10 year swap yield	Fee	No	No
	8.01	UBSAG	 	1745
    East Southern Avenue	 	 	 	 	 	 	 	 	Fee	 	 
	8.02	UBSAG	 	2304
    East Lincolnway	 	 	 	 	 	 	 	 	Fee	 	 
	8.03	UBSAG	 	939
    North Wisconsin Street	 	 	 	 	 	 	 	 	Fee	 	 
	8.04	UBSAG	 	1740
    Center Avenue	 	 	 	 	 	 	 	 	Fee	 	 
	8.05	UBSAG	 	607
    Park Avenue	 	 	 	 	 	 	 	 	Fee	 	 
	8.06	UBSAG	 	2702
    Calumet Drive	 	 	 	 	 	 	 	 	Fee	 	 
	8.07	UBSAG	 	101
    Center Avenue	 	 	 	 	 	 	 	 	Fee	 	 
	8.08	UBSAG	 	3301
    Church Street	 	 	 	 	 	 	 	 	Fee	 	 
	9	UBSAG	Federal
    Way Crossings Owner LLC; Trimark FWC Owner LLC	35009
    Enchanted Parkway South	360	359	$130,554	0.00250%	0.00250%	Actual/360	No	 	Fee	No	No
	10	Natixis	Greenwich
    Park LLC	51
    Weaver Street, 18 Valley Drive and West Putnam Avenue	0	0	$96,193	0.00500%	0.00000%	Actual/360	No	 	Fee
    & Leasehold	No	No
	11	UBSAG	Great
    Falls Marketplace Holdings, LLC	1601
    Market Place Drive	NAP	NAP	$123,169	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	12	UBSAG	Gonzales
    Lodging LLC; Lakshmi, LLC; Lakshmi Hospitality LLC; Lakshmi of Covington LLC; Lakshmi Sarkar LLC; Lakshmi Vicksburg Inc.	Various	300	298	$116,592	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	12.01	UBSAG	 	69354
    Stirling Boulevard	 	 	 	 	 	 	 	 	Fee	 	 
	12.02	UBSAG	 	115
    Cypress Centre Drive	 	 	 	 	 	 	 	 	Fee	 	 
	12.03	UBSAG	 	7049
    Bullard Avenue	 	 	 	 	 	 	 	 	Fee	 	 
	12.04	UBSAG	 	2821
    West Cabela Parkway	 	 	 	 	 	 	 	 	Fee	 	 
	12.05	UBSAG	 	4160
    South Frontage Road	 	 	 	 	 	 	 	 	Fee	 	 
	12.06	UBSAG	 	100
    Holiday Boulevard	 	 	 	 	 	 	 	 	Fee	 	 
	13	UBSAG	681
    Fifth Avenue LLC	681
    Fifth Avenue	0	0	$52,298	0.00250%	0.00250%	Actual/360	No	 	Fee	No	No
	14	Natixis	IRNM
    Hotel Cromwell, LLC; IRNM Fee Cromwell, LLC	4
    Sebethe Drive	NAP	NAP	$69,118	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	15	Natixis	Smith
    Corner Associates, an Ohio Limited Partnership	367
    Ghent Road	NAP	NAP	$49,114	0.00500%	0.00000%	Actual/360	Yes	The
    sum of (i) the Initial Interest Rate, plus (ii) an amount equal to excess of the then current 10 year Treasury rate over 2%
    per annum, plus (iii) 3% per annum	Fee	No	No
	16	Natixis	DP
    73, LLC	4500
    Malone Road; 4570 Shelby Air Park Drive; 4650 Shelby Air Park Drive; 4500 Atlantic Way; 4350 East Shelby Drive; 4770 Malone
    Road	NAP	NAP	$62,742	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	17	Column
    Financial, Inc.	LBV
    Smyrna Retail, LLC; Vinings Investors, LLC; Michael WB, LLC; MS Vinings, LLC; RZ Vinings, LLC	4715
    South Atlanta Road	NAP	NAP	$58,645	0.03250%	0.02000%	Actual/360	No	 	Fee	No	No
	18	Natixis	OMS
    O’Hare, LLC	10300
    West Higgins Road 	NAP	NAP	$53,345	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	19	Natixis	Brick
    Pioneer, LLC	588
    Route 70	NAP	NAP	$41,976	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	20	Column
    Financial, Inc.	Prime
    Storage Bordentown, LLC	800
    U.S. Route 206	NAP	NAP	$39,934	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	21	Column
    Financial, Inc.	Prime
    Storage Westville, LLC	1071
    Delsea Drive	NAP	NAP	$39,429	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	22	Column
    Financial, Inc.	Jameel
    Kirkwood LLC	Various	NAP	NAP	$39,360	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	22.01	Column
    Financial, Inc.	 	8600,
    8700, 8800 & 8850 Jameel Road	 	 	 	 	 	 	 	 	Fee	 	 
	22.02	Column
    Financial, Inc.	 	12705
    South Kirkwood Road	 	 	 	 	 	 	 	 	Fee	 	 
	23	UBSAG	AP
    Capital REIT Cobblestone Limited Partnership	1721
    East Warner Road	NAP	NAP	$41,398	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	24	Natixis	Apsilon
    Management, Inc.	301
    North Central Avenue	NAP	NAP	$35,889	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	25	Natixis	IWALA
    Inc.	1425
    South 5th Street	NAP	NAP	$32,853	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	26	UBSAG	Wilmington
    TIC-MINN, LLC; Wilmington TIC-SB, LLC	3336,
    3260 and 3188 Progress Way	NAP	NAP	$26,972	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	27	Natixis	Dika-Windmill
    Lakes, L.L.C.	3-87
    North Randall Road	NAP	NAP	$37,132	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	28	Natixis	Krishna
    Hospitality, LLC	5433
    West Wiley Post Way	NAP	NAP	$33,659	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	29	Column
    Financial, Inc.	Solaris
    Properties LLC	534
    Flatbush Avenue	NAP	NAP	$25,715	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	30	Natixis	8651
    Wilbur Avenue, LLC	8651
    Wilbur Avenue	NAP	NAP	$17,574	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	31	Natixis	Delaware
    PNW Hotels, LLC	1419
    West Main Street	NAP	NAP	$22,699	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	32	Natixis	IVY
    Investment III, LLC	245-251
    South Kerr Avenue	NAP	NAP	$17,064	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No
	33	Natixis	38719
    / 38729 10th Street, Inc.	38719
    & 38729 10th Street East	NAP	NAP	$11,797	0.00500%	0.00000%	Actual/360	No	 	Fee	No	No




 


    


     


    


 

	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	Guarantor	Letter
    of Credit	Upfront
    CapEx Reserve	Upfront
    Eng. Reserve	Upfront
    Envir. Reserve	Upfront
    TI/LC Reserve	Upfront
    RE Tax Reserve	Upfront
    Ins. Reserve	Upfront
    Debt Service Reserve	Upfront
    Other Reserve
	1	Natixis	Princeton
    HD Owner LLC	800
    Scudders Mill Road	NAP	No	 	 	 	 	$931,323	$39,186	 	 
	2	Natixis	Vertical
    Industrial Park Associates, a Limited Partnership	66-26
    Metropolitan Avenue	Dennis
    Ratner; Felice Bassin	No	 	 	 	 	$1,311,902	$230,316	 	 
	3
    (1)	Column
    Financial, Inc. / Natixis	Mall
    At Gurnee Mills, LLC	6170
    West Grand Avenue	Simon
    Property Group, L.P.	No	 	 	 	 	 	 	 	 
	4	Natixis	24th
    Street LIC LLC	41-42
    24th Street	Lionshead
    Member LLC	No	 	$8,023,541	 	 	$9,870	 	 	$2,100,000
	5	UBSAG	CF
    Net Lease Portfolio I DST	Various	CF
    Real Estate Holdings, LLC	No	 	 	 	 	 	 	 	 
	5.01	UBSAG	 	215
    Andrews Highway	 	 	 	 	 	 	 	 	 	 
	5.02	UBSAG	 	1160
    South Business IH-35	 	 	 	 	 	 	 	 	 	 
	5.03	UBSAG	 	4415
    North State Line Avenue	 	 	 	 	 	 	 	 	 	 
	5.04	UBSAG	 	2612
    South College Avenue	 	 	 	 	 	 	 	 	 	 
	5.05	UBSAG	 	7392
    McLaughlin Road	 	 	 	 	 	 	 	 	 	 
	5.06	UBSAG	 	2501
    61st Street	 	 	 	 	 	 	 	 	 	 
	5.07	UBSAG	 	981
    Shawano Street	 	 	 	 	 	 	 	 	 	 
	5.08	UBSAG	 	1133
    North Johns Street	 	 	 	 	 	 	 	 	 	 
	5.09	UBSAG	 	1000
    East Central Texas Expressway	 	 	 	 	 	 	 	 	 	 
	6	UBSAG	Hillsboro
    Hotel I Delaware, LLC; Parkway Hillsboro I Delaware, LLC	20001
    Northwest Tanasbourne Drive	John
    R. Thackeray; Kevin S. Garn; Craig C. Christensen	No	 	 	 	 	$16,765	$62,745	 	 
	7	UBSAG	Galleria
    at Wolfchase, LLC	2760
    North Germantown Parkway	Simon
    Property Group, L.P.	No	 	 	 	 	 	 	 	 
	8	UBSAG	CF
    Net Lease Portfolio V DST	Various	CF
    Real Estate Holdings, LLC	No	 	 	 	 	 	 	 	 
	8.01	UBSAG	 	1745
    East Southern Avenue	 	 	 	 	 	 	 	 	 	 
	8.02	UBSAG	 	2304
    East Lincolnway	 	 	 	 	 	 	 	 	 	 
	8.03	UBSAG	 	939
    North Wisconsin Street	 	 	 	 	 	 	 	 	 	 
	8.04	UBSAG	 	1740
    Center Avenue	 	 	 	 	 	 	 	 	 	 
	8.05	UBSAG	 	607
    Park Avenue	 	 	 	 	 	 	 	 	 	 
	8.06	UBSAG	 	2702
    Calumet Drive	 	 	 	 	 	 	 	 	 	 
	8.07	UBSAG	 	101
    Center Avenue	 	 	 	 	 	 	 	 	 	 
	8.08	UBSAG	 	3301
    Church Street	 	 	 	 	 	 	 	 	 	 
	9	UBSAG	Federal
    Way Crossings Owner LLC; Trimark FWC Owner LLC	35009
    Enchanted Parkway South	Firoz
    Lalji; Altaf Habib Jiwani	No	 	 	 	$680,000	$206,875	$45,386	 	$22,500
	10	Natixis	Greenwich
    Park LLC	51
    Weaver Street, 18 Valley Drive and West Putnam Avenue	John
    J. Fareri	No	 	$342,500	 	 	$611,180	$116,110	 	$392,788
	11	UBSAG	Great
    Falls Marketplace Holdings, LLC	1601
    Market Place Drive	Kenneth
    Yaklin; Mark Macek; Richard Sanchez; Martin J. Roe	No	 	$4,875	 	$750,000	$219,016	$11,134	 	$581,875
	12	UBSAG	Gonzales
    Lodging LLC; Lakshmi, LLC; Lakshmi Hospitality LLC; Lakshmi of Covington LLC; Lakshmi Sarkar LLC; Lakshmi Vicksburg Inc.	Various	Suresh
    M. Patel; Michael Desai; Yogesh Patel	No	 	$16,500	 	 	$312,690	$152,756	 	$901,000
	12.01	UBSAG	 	69354
    Stirling Boulevard	 	 	 	 	 	 	 	 	 	 
	12.02	UBSAG	 	115
    Cypress Centre Drive	 	 	 	 	 	 	 	 	 	 
	12.03	UBSAG	 	7049
    Bullard Avenue	 	 	 	 	 	 	 	 	 	 
	12.04	UBSAG	 	2821
    West Cabela Parkway	 	 	 	 	 	 	 	 	 	 
	12.05	UBSAG	 	4160
    South Frontage Road	 	 	 	 	 	 	 	 	 	 
	12.06	UBSAG	 	100
    Holiday Boulevard	 	 	 	 	 	 	 	 	 	 
	13	UBSAG	681
    Fifth Avenue LLC	681
    Fifth Avenue	Robert
    Siegel	No	 	 	 	 	$848,821	$106,910	 	$2,472,743
	14	Natixis	IRNM
    Hotel Cromwell, LLC; IRNM Fee Cromwell, LLC	4
    Sebethe Drive	Slavik
    Suites, Inc.; IRNM Hotel Investors, L.L.C.	No	 	$18,750	 	 	$100,422	$37,469	 	$3,501,403
	15	Natixis	Smith
    Corner Associates, an Ohio Limited Partnership	367
    Ghent Road	Lenora
    J. Petrarca	No	 	 	 	 	$80,772	$24,301	 	 
	16	Natixis	DP
    73, LLC	4500
    Malone Road; 4570 Shelby Air Park Drive; 4650 Shelby Air Park Drive; 4500 Atlantic Way; 4350 East Shelby Drive; 4770 Malone
    Road	James
    A. Diamond and William E. Diamond	No	 	$2,188	 	 	$154,317	$14,402	 	$419,803
	17	Column
    Financial, Inc.	LBV
    Smyrna Retail, LLC; Vinings Investors, LLC; Michael WB, LLC; MS Vinings, LLC; RZ Vinings, LLC	4715
    South Atlanta Road	M
    & J Wilkow, Ltd.	No	 	$26,500	 	 	$38,071	$6,077	 	 
	18	Natixis	OMS
    O’Hare, LLC	10300
    West Higgins Road 	Suresh
    Anandani and Kunal H. Dave	No	 	 	 	 	$81,006	$6,618	 	$39,375
	19	Natixis	Brick
    Pioneer, LLC	588
    Route 70	Harvey
    Schultz; Steven Schultz; Jonathan Schultz	No	 	 	 	 	$10,113	$1,811	 	 
	20	Column
    Financial, Inc.	Prime
    Storage Bordentown, LLC	800
    U.S. Route 206	Robert
    Moser; Robert Morgan	No	$649	 	 	 	$8,359	$13,316	 	 
	21	Column
    Financial, Inc.	Prime
    Storage Westville, LLC	1071
    Delsea Drive	Robert
    Moser; Robert Morgan	No	$894	 	 	$663	$15,181	$18,889	 	 
	22	Column
    Financial, Inc.	Jameel
    Kirkwood LLC	Various	Michael
    Brennan; Troy MacMane	No	 	 	 	$50,000	$143,814	$5,916	 	 
	22.01	Column
    Financial, Inc.	 	8600,
    8700, 8800 & 8850 Jameel Road	 	 	 	 	 	 	 	 	 	 
	22.02	Column
    Financial, Inc.	 	12705
    South Kirkwood Road	 	 	 	 	 	 	 	 	 	 
	23	UBSAG	AP
    Capital REIT Cobblestone Limited Partnership	1721
    East Warner Road	Steven
    Froese; Roy Wiebe	No	$155,000	$3,125	 	$250,000	$17,503	$4,281	 	$171,561
	24	Natixis	Apsilon
    Management, Inc.	301
    North Central Avenue	Rajesh
    Patel	No	 	$76,931	 	 	$40,092	$23,018	 	$76,889
	25	Natixis	IWALA
    Inc.	1425
    South 5th Street	Atit
    Jariwala	No	 	 	 	 	$76,164	$25,853	 	 
	26	UBSAG	Wilmington
    TIC-MINN, LLC; Wilmington TIC-SB, LLC	3336,
    3260 and 3188 Progress Way	Samuel
    I. Kirschenbaum; Benjamin B. Rubin	No	 	$95,500	 	 	 	 	 	 
	27	Natixis	Dika-Windmill
    Lakes, L.L.C.	3-87
    North Randall Road	Marshall
    N. Dickler, Larry P. Kanar	No	 	 	 	 	 	$1,542	 	 
	28	Natixis	Krishna
    Hospitality, LLC	5433
    West Wiley Post Way	Tushar
    Patel and Muljibhai Chaudhari	No	 	 	 	 	$5,846	$8,908	 	$115,000
	29	Column
    Financial, Inc.	Solaris
    Properties LLC	534
    Flatbush Avenue	Rong
    Ge Friedman	No	 	 	 	 	 	$2,199	 	 
	30	Natixis	8651
    Wilbur Avenue, LLC	8651
    Wilbur Avenue	Pinkal
    Jogani and Hansa Investments, Inc.	No	 	$3,188	 	 	$17,227	$1,119	 	 
	31	Natixis	Delaware
    PNW Hotels, LLC	1419
    West Main Street	Divyesh
    B. Desai; Parth A. Patel	No	 	 	 	 	$6,784	$8,199	 	$295,640
	32	Natixis	IVY
    Investment III, LLC	245-251
    South Kerr Avenue	Shangxuan
    Tan	No	 	 	 	 	 	 	 	 
	33	Natixis	38719
    / 38729 10th Street, Inc.	38719
    & 38729 10th Street East	Pinkal
    Jogani and Hansa Investments, Inc.	No	 	$14,500	 	 	$28,820	$1,845	 	 




 


    


     


    



 

	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	Monthly
    Capex Reserve	Monthly
    Envir. Reserve	 Monthly
    TI/LC Reserve 	 Monthly
    RE Tax Reserve 	 Monthly
    Ins. Reserve 	 Monthly
    Debt Service Reserve 	 Monthly
    Other Reserve 	Grace
    (Late Payment)	Cash-Management
    Account or Lockbox In-place	General
    Property Type	Defeasance
    Permitted	Final
    Maturity Date
	1	Natixis	Princeton
    HD Owner LLC	800
    Scudders Mill Road	$3,656	 	 	$465,662	$19,593	 	Springing	0	In
    Place	Office	Yes	4/30/2031
	2	Natixis	Vertical
    Industrial Park Associates, a Limited Partnership	66-26
    Metropolitan Avenue	$13,060	 	$32,650	$437,301	Springing	 	Springing	0	In
    Place	Mixed
    Use	Yes	9/5/2026
	3
    (1)	Column
    Financial, Inc. / Natixis	Mall
    At Gurnee Mills, LLC	6170
    West Grand Avenue	Springing	 	Springing	Springing	Springing	 	 	0	In
    Place	Retail	Yes	10/1/2026
	4	Natixis	24th
    Street LIC LLC	41-42
    24th Street	$7,017	 	 	$9,870	Springing	 	Springing	5	In
    Place	Multifamily	Yes	1/5/2026
	5	UBSAG	CF
    Net Lease Portfolio I DST	Various	 	 	 	Springing	Springing	 	 	5	In
    Place	Retail	No	12/1/2031
	5.01	UBSAG	 	215
    Andrews Highway	 	 	 	 	 	 	 	 	 	Retail	 	 
	5.02	UBSAG	 	1160
    South Business IH-35	 	 	 	 	 	 	 	 	 	Retail	 	 
	5.03	UBSAG	 	4415
    North State Line Avenue	 	 	 	 	 	 	 	 	 	Retail	 	 
	5.04	UBSAG	 	2612
    South College Avenue	 	 	 	 	 	 	 	 	 	Retail	 	 
	5.05	UBSAG	 	7392
    McLaughlin Road	 	 	 	 	 	 	 	 	 	Retail	 	 
	5.06	UBSAG	 	2501
    61st Street	 	 	 	 	 	 	 	 	 	Retail	 	 
	5.07	UBSAG	 	981
    Shawano Street	 	 	 	 	 	 	 	 	 	Retail	 	 
	5.08	UBSAG	 	1133
    North Johns Street	 	 	 	 	 	 	 	 	 	Retail	 	 
	5.09	UBSAG	 	1000
    East Central Texas Expressway	 	 	 	 	 	 	 	 	 	Retail	 	 
	6	UBSAG	Hillsboro
    Hotel I Delaware, LLC; Parkway Hillsboro I Delaware, LLC	20001
    Northwest Tanasbourne Drive	An
    amount equal to the greater of (a) 1/12 of 4% of total department revenue during the immediately preceding calendar year in
    which the monthly payment occurs or (b) aggregate amount required to be reserved under the management agreement and the franchise
    agreement	 	 	$16,765	Springing	 	Springing	0	In
    Place	Hotel	Yes	11/6/2026
	7	UBSAG	Galleria
    at Wolfchase, LLC	2760
    North Germantown Parkway	Springing	 	Springing	Springing	Springing	 	 	0	In
    Place	Retail	Yes	11/1/2026
	8	UBSAG	CF
    Net Lease Portfolio V DST	Various	 	 	 	Springing	Springing	 	 	5	In
    Place	Retail	No	12/1/2031
	8.01	UBSAG	 	1745
    East Southern Avenue	 	 	 	 	 	 	 	 	 	Retail	 	 
	8.02	UBSAG	 	2304
    East Lincolnway	 	 	 	 	 	 	 	 	 	Retail	 	 
	8.03	UBSAG	 	939
    North Wisconsin Street	 	 	 	 	 	 	 	 	 	Retail	 	 
	8.04	UBSAG	 	1740
    Center Avenue	 	 	 	 	 	 	 	 	 	Retail	 	 
	8.05	UBSAG	 	607
    Park Avenue	 	 	 	 	 	 	 	 	 	Retail	 	 
	8.06	UBSAG	 	2702
    Calumet Drive	 	 	 	 	 	 	 	 	 	Retail	 	 
	8.07	UBSAG	 	101
    Center Avenue	 	 	 	 	 	 	 	 	 	Retail	 	 
	8.08	UBSAG	 	3301
    Church Street	 	 	 	 	 	 	 	 	 	Retail	 	 
	9	UBSAG	Federal
    Way Crossings Owner LLC; Trimark FWC Owner LLC	35009
    Enchanted Parkway South	$2,596	 	Springing	$57,465	$4,282	 	Springing	0	Springing	Retail	Yes	11/6/2026
	10	Natixis	Greenwich
    Park LLC	51
    Weaver Street, 18 Valley Drive and West Putnam Avenue	$5,130	 	$47,483	$126,663	$12,901	 	Springing	0	In
    Place	Office	Yes	11/5/2021
	11	UBSAG	Great
    Falls Marketplace Holdings, LLC	1601
    Market Place Drive	$3,583	 	Springing	$28,818	$2,420	 	Springing	0	In
    Place	Retail	Yes	12/6/2026
	12	UBSAG	Gonzales
    Lodging LLC; Lakshmi, LLC; Lakshmi Hospitality LLC; Lakshmi of Covington LLC; Lakshmi Sarkar LLC; Lakshmi Vicksburg Inc.	Various	(a)
    with respect to Candlewood Suites - Slidell, the Gonzales Property, the Vicksburg Property and the LaQuinta Property, an amount
    equal to the greater of (i) an amount equal to one-twelfth (1/12) of four percent (4%) of Gross Income from Operations during
    the calendar year immediately preceding the calendar year in which such Monthly Payment Date occurs, and (ii) the aggregate
    amount, if any, required to be reserved under the Management Agreement and the applicable Franchise Agreement; and 

(b) with
    respect to the Covington Property and the New Orleans Property, an amount equal to the greater of (i)(A) during the first
    two  years of Term, one-twelfth (1/12) of two percent (2%) of Gross Income from Operations during the calendar year
    immediately preceding the calendar year in which such Monthly Payment Date occurs, (B) during the third year of Term, an amount
    equal to one-twelfth (1/12) of three percent (3%) of Gross Income from Operations during the calendar year immediately preceding
    the calendar year in which such Monthly Payment Date occurs, and 

(C) after the third year of the Term and during each year
    for the remainder thereof, an amount equal to one-twelfth (1/12) of four percent (4%) of Gross Income from Operations during
    the calendar year immediately preceding the calendar year in which such Monthly Payment Date occurs, and (ii) the aggregate
    amount, if any, required to be reserved under the Management Agreement and the Franchise Agreement	 	 	$45,045	$28,499	 	Springing	0	In
    Place	Hotel	Yes	10/6/2026
	12.01	UBSAG	 	69354
    Stirling Boulevard	 	 	 	 	 	 	 	 	 	Hotel	 	 
	12.02	UBSAG	 	115
    Cypress Centre Drive	 	 	 	 	 	 	 	 	 	Hotel	 	 
	12.03	UBSAG	 	7049
    Bullard Avenue	 	 	 	 	 	 	 	 	 	Hotel	 	 
	12.04	UBSAG	 	2821
    West Cabela Parkway	 	 	 	 	 	 	 	 	 	Hotel	 	 
	12.05	UBSAG	 	4160
    South Frontage Road	 	 	 	 	 	 	 	 	 	Hotel	 	 
	12.06	UBSAG	 	100
    Holiday Boulevard	 	 	 	 	 	 	 	 	 	Hotel	 	 
	13	UBSAG	681
    Fifth Avenue LLC	681
    Fifth Avenue	$1,376	 	Springing	$151,575	$8,485	 	Springing	3	In
    Place	Mixed
    Use	Yes	11/6/2026
	14	Natixis	IRNM
    Hotel Cromwell, LLC; IRNM Fee Cromwell, LLC	4
    Sebethe Drive	4%
    of prior gross revenue for the immediately preceding calendar month	 	 	$25,105	$3,406	 	Monthly:
    $50,000 on each payment date occurring in June, $40,000 on each payment date occurring in July	0	Springing	Hotel	Yes	10/5/2026
	15	Natixis	Smith
    Corner Associates, an Ohio Limited Partnership	367
    Ghent Road	Springing
    	 	Springing
    	Springing	Springing	 	Springing	0	In
    Place	Office	Yes	11/5/2036
	16	Natixis	DP
    73, LLC	4500
    Malone Road; 4570 Shelby Air Park Drive; 4650 Shelby Air Park Drive; 4500 Atlantic Way; 4350 East Shelby Drive; 4770 Malone
    Road	$8,282	 	$16,564	$56,135	$7,201	 	Springing	0	In
    Place	Industrial	Yes	10/10/2026
	17	Column
    Financial, Inc.	LBV
    Smyrna Retail, LLC; Vinings Investors, LLC; Michael WB, LLC; MS Vinings, LLC; RZ Vinings, LLC	4715
    South Atlanta Road	$770	 	$2,566	$12,690	$1,056	 	Springing	0	In
    Place	Retail	Yes	12/6/2025
	18	Natixis	OMS
    O’Hare, LLC	10300
    West Higgins Road 	4%
    of gross Rents for the immediately preceding calendar month	 	 	$20,252	$6,618	 	Springing	0	In
    Place	Hotel	Yes	11/5/2026
	19	Natixis	Brick
    Pioneer, LLC	588
    Route 70	$495	 	$1,683	$10,113	$905	 	Springing	0	In
    Place	Retail	Yes	11/5/2026
	20	Column
    Financial, Inc.	Prime
    Storage Bordentown, LLC	800
    U.S. Route 206	$649	 	 	$8,359	$1,110	 	 	0	Springing	Self
    Storage	Yes	11/6/2026
	21	Column
    Financial, Inc.	Prime
    Storage Westville, LLC	1071
    Delsea Drive	$894	 	$663	$15,181	$1,574	 	 	0	Springing	Self
    Storage	Yes	11/6/2026
	22	Column
    Financial, Inc.	Jameel
    Kirkwood LLC	Various	$1,663	 	$8,312	$15,792	$1,479	 	Springing	0	Springing	Industrial	Yes	11/6/2025
	22.01	Column
    Financial, Inc.	 	8600,
    8700, 8800 & 8850 Jameel Road	 	 	 	 	 	 	 	 	 	Industrial	 	 
	22.02	Column
    Financial, Inc.	 	12705
    South Kirkwood Road	 	 	 	 	 	 	 	 	 	Industrial	 	 
	23	UBSAG	AP
    Capital REIT Cobblestone Limited Partnership	1721
    East Warner Road	$1,223	 	Springing	$10,939	$1,647	 	Springing	0	Springing	Retail	No	12/6/2026
	24	Natixis	Apsilon
    Management, Inc.	301
    North Central Avenue	4%
    of gross Rents for the immediately preceding calendar month	 	 	$13,364	$5,755	 	Springing	0	In
    Place	Hotel	Yes	12/5/2026
	25	Natixis	IWALA
    Inc.	1425
    South 5th Street	1/12
    of 6% of gross rent for the immediately preceding calendar year	 	 	$6,924	$3,693	 	 	0	Springing	Hotel	Yes	10/5/2026
	26	UBSAG	Wilmington
    TIC-MINN, LLC; Wilmington TIC-SB, LLC	3336,
    3260 and 3188 Progress Way	$6,575	 	$6,575	Springing	Springing	 	Springing	0	In
    Place	Industrial	Yes	12/6/2026
	27	Natixis	Dika-Windmill
    Lakes, L.L.C.	3-87
    North Randall Road	$1,242	 	Springing	All
    excess cash flow until $94,392 and $18,878 thereafter	$1,542	 	Springing
    	0	In
    Place	Retail	Yes	12/5/2026
	28	Natixis	Krishna
    Hospitality, LLC	5433
    West Wiley Post Way	1/12
    of 4% of gross revenue for the immediately preceding calendar year	 	 	$5,846	$1,273	 	Springing	0	Springing	Hotel	Yes	12/5/2026
	29	Column
    Financial, Inc.	Solaris
    Properties LLC	534
    Flatbush Avenue	$247	 	$638	$9,176	$1,100	 	Springing	0	In
    Place	Mixed
    Use	Yes	12/6/2026
	30	Natixis	8651
    Wilbur Avenue, LLC	8651
    Wilbur Avenue	$750	 	 	$2,153	$559	 	 	0	Springing	Multifamily	Yes	8/5/2026
	31	Natixis	Delaware
    PNW Hotels, LLC	1419
    West Main Street	6%
    of gross rents for the immediately preceding calendar month	 	 	$3,392	$1,640	 	Springing	0	In
    Place	Hotel	Yes	12/5/2026
	32	Natixis	IVY
    Investment III, LLC	245-251
    South Kerr Avenue	$699	 	$493	$2,853	$2,532	 	 	0	In
    Place	Multifamily	Yes	12/5/2026
	33	Natixis	38719
    / 38729 10th Street, Inc.	38719
    & 38729 10th Street East	$1,063	 	 	$3,602	$922	 	 	0	Springing	Multifamily	Yes	8/5/2026




 



(1)
Represents both the Note A-3A sold to the Trust by Natixis and the Note A-1B sold to the Trust by Column Financial, Inc. with
respect to the Gurnee Mills Whole Loan.


 



    


     


    

 


 


 


EXHIBIT
C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National
Association

as Certificate Administrator





Sixth Street and Marquette
Avenue





Minneapolis, Minnesota 55479-0113





Attention: CSMC 2016-NXSR Commercial
Mortgage Trust


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	Transfer of CSMC 2016-NXSR Commercial Mortgage Trust,
Commercial Mortgage Pass Through Certificates, Series 2016-NXSR



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, Torchlight Loan Services, LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor, on behalf of the holders of CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass
Through Certificates, Series 2016-NXSR (the “Certificates”) in connection with the transfer by _________________
(the “Seller”) to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate
Balance of Class ___ Certificates (the “Certificate”). Capitalized terms used and not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.          Check one of the following:*


 


		☐	The Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution
that is an “accredited investor” (an “Institutional Accredited Investor”) within the meaning of
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)
or any entity in which all of the equity owners come within such paragraphs and has such knowledge 



 





 



 


*
Purchaser must include one of the following two certifications.


 






    Exhibit C-1 


     


    

 


and experience in financial
and business matters as to be capable of evaluating the merits and risks of its investment in the Certificates, and the Purchaser
and any accounts for which it is acting are each able to bear the economic risk of the Purchaser’s or such account’s
investment. The Purchaser is acquiring the Certificates purchased by it for its own account or for one or more accounts, each of
which is an Institutional Accredited Investor, as to each of which the Purchaser exercises sole investment discretion. The Purchaser
hereby undertakes to reimburse the Trust Fund for any costs incurred by it in connection with this transfer.


 


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within
the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is
being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided
pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.          The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view
to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such
reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written undertaking
to reimburse the Trust Fund for any costs incurred by it in connection with the proposed transfer. The Purchaser understands that
the Certificate (and any subsequent Certificate) has not been registered under the Securities Act, by reason of a specified exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s
investment intent (or intent to reoffer, resell, pledge or transfer the Certificate only to certain investors in certain exempted
transactions) as expressed herein.


 


3.          The
Purchaser has reviewed the Preliminary Prospectus and the Prospectus relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement
Memorandum related to such Offered Private Certificates) and the agreements and other materials referred to therein and has had
the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the
Prospectus.


 


4.          The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot
be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from
such registration or qualification is available.


 






    Exhibit C-2 


     


    

 


5.          The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.          The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.          Check
one of the following:**


 


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue
Service (“IRS”) Form W-9 (or successor form).



 


		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no
taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the
Certificate. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form,
as applicable), which identifies such Purchaser as the beneficial owner of the Certificate and states that such Purchaser is not
a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two duly executed copies
of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificate and state that
interest and original issue discount on the Certificate and Permitted Investments is, or is expected to be, effectively connected
with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form
W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such other certifications
as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires or becomes
obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished
by it to the Certificate Registrar.



 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 





 



 


**
Each Purchaser must include one of the two alternative certifications.


 


***
Does not apply to a transfer of Class R Certificates.




 






    Exhibit C-3 


     


    

 


		8.	Please make all payments due on the Certificates:****



 


	 	☐	(a)	by wire transfer to the following account at a
bank or entity in New York, New York, having appropriate facilities therefor:









	 	 	 	 
	Bank:	 	 	 
	ABA #:	 	 
	Account #:	 
	Attention:	 







 


		☐	(b)	by mailing a check or draft to the following address:






	 	 	 	 
	 	 
	 	 



 


9.           If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated:


 





 



 


****          Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance
or Notional Amount, as applicable, of at least U.S. $5,000,000.




 




    Exhibit C-4 


     


    

 


EXHIBIT
D-1


 


Form
of Transferee Affidavit FOR TRANSFERS OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar





Sixth Street and Marquette
Avenue





Minneapolis, Minnesota 55479-0113





Attention: CMBS – CSMC
2016-NXSR


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-NXSR (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of December 1, 2016, by and among Credit Suisse Commercial Mortgage
Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Torchlight Loan Services, LLC, as Special Servicer,
and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor



 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 







 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.          I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.          The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i)  “Lower-Tier REMIC”, (ii) “Upper-Tier
REMIC”, (iii) “Vinings Village Loan REMIC” and (iv) “Jameel Road and Kirkwood Center Loan
REMIC” respectively, relating to the Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.          The
Purchaser is not a Disqualified Organization (as defined below), and that the Purchaser is not acquiring the Class R Certificates
for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership
thereof, to a Disqualified Organization. For the purposes hereof, a “Disqualified Organization”


 






    Exhibit D-1-1 


     


    

 


is
any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States
or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities
are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any
organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the
Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect
to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership”,
as defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator
based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or
the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause either
Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The
terms “United States,” “State” and “international organization” shall have the meanings set
forth in Section 7701 of the Code or successor provisions.


 


4.          The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.          The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.          No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.          Check
the applicable paragraph:


 


☐         The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)         the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)        the
present value of the expected future distributions on such Class R Certificate; and


 






    Exhibit D-1-2 


     


    

 


(iii)       the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the
Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


 


☐         The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)         the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)        at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐         None
of the above.


 


9.          The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.        The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.        The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that


 






    Exhibit D-1-3 


     


    

 


it
will not consummate any such transfer if it knows or believes that any representation contained in such affidavit and agreement
is false.


 


12.        The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.        The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.        The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.        The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and
“partnership representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    Exhibit D-1-4 


     


    

 


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 





	 	 	 
	 	 	NOTARY PUBLIC in and for the

State of _______________
	 	 	 
	[SEAL]	 
	 	 	 
	My Commission expires:	 	 
	 	 	 



 




    Exhibit D-1-5 


     


    

 


EXHIBIT
D-2


 


FORM OF TRANSFEROR LETTER FOR
TRANSFERS OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar





Sixth Street and Marquette
Avenue





Minneapolis, Minnesota 55479-0113





Attention: CMBS – CSMC
2016-NXSR


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-NXSR (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer and Certificate Administrator, Wilmington Trust,
National Association, as Trustee, Torchlight Loan Services, LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset
Representations Reviewer and as Operating Advisor. All capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:


 


(1)          No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)          The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to
indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that
the transfer of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue
to be liable


 






    Exhibit D-2-1 


     


    

 


for
United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    Exhibit D-2-2 


     


    

 


EXHIBIT
D-3


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF RRI Interest


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar





Wells Fargo Center





Sixth Street and Marquette
Avenue





Minneapolis, Minnesota 55479-0113





Attention: CSMC 2016-NXSR Commercial
Mortgage Trust


 


Credit Suisse Commercial Mortgage
Securities Corp.





11 Madison Avenue





New York, New York 10010





Attention: Chuck Lee


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-NXSR (the “Certificates”) issued pursuant to the Pooling and Servicing
Agreement (the “Pooling and Servicing Agreement”), dated as of December 1, 2016, by and among Credit Suisse
Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Torchlight Loan Services,
LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor



 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining sponsor” as such term
is defined in Regulation RR, that:


 


		1.	The Purchaser is acquiring $[_____] Certificate Balance
of the Class [__] Certificates evidencing the RRI Interest from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar
will not register any transfer of a Certificate evidencing the RRI Interest by the Transferor unless the Purchaser, or such Purchaser’s
agent, delivers to the Certificate Registrar, among other things, a certificate in substantially the same form as this certificate.
The Purchaser expressly agrees that it will not consummate any such transfer if it knows or believes that any representation contained
in such certificate is false.



 


		3.	Any transfer of a Certificate evidencing the RRI Interest
to (i) a Plan subject to ERISA or Section 4975 of the Code relying on Prohibited Transaction Exemption 89-90 or 



 






    Exhibit D-3-1 


     


    

 


(ii)
an insurance company general account relying on Sections I and III of PTCE 95-60 will be effected through Credit Suisse Securities
(USA) LLC, Natixis Securities Americas LLC, or UBS Securities LLC.


 


		4.	Check one of the following:



 


☐          The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, that the transfer will occur during the RRI Interest
Transfer Restriction Period and that:


 


		A.	The Purchaser is a “majority-owned affiliate”,
as such term is defined in Regulation RR, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The Purchaser is not acquiring the Certificate evidencing
the RRI Interest as a nominee, trustee or agent for any person that is not a Majority-Owned Affiliate, and that for so long as
it retains its interest in the RRI Interest, it will remain a Majority-Owned Affiliate.



 


		C.	The Purchaser will be bound by the U.S. Credit Risk Retention
Agreement, by and between Natixis Real Estate Capital LLC, Column Financial, Inc., UBS AG, New York Branch and Credit Suisse Commercial
Mortgage Securities Corp., dated and effective as of December 22, 2016 (the “U.S. Credit Risk Retention Agreement”)
as if it were party to such agreement.



 


		D.	The Purchaser hereby makes each representation set forth
in Section 4 of the U.S. Credit Risk Retention Agreement.



 


		E.	The Purchaser will be bound by the EU Credit Risk Retention
Agreement, by and between Natixis Real Estate Capital LLC, Column Financial, Inc., UBS AG, New York Branch, CSMC 2016-NXSR Commercial
Mortgage Trust, Credit Suisse Commercial Mortgage Securities Corp., Wilmington Trust, National Association, Wells Fargo Bank,
National Association, Credit Suisse Securities (USA) LLC, Natixis Securities Americas LLC and UBS Securities LLC, dated and effective
as of December 22, 2016 (the “EU Credit Risk Retention Agreement”) as if it were party to such agreement.



 


		F.	The Purchaser hereby makes each representation set forth
in Section 3(b) of the EU Credit Risk Retention Agreement.



 


		G.	The Purchaser consents to any additional restrictions
or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that its
ownership of the RRI Interest will satisfy the risk retention requirements of the Transferor, in its capacity as [sponsor][originator]
under Regulation RR.



 


☐          The Purchaser
certifies, represents and warrants to you, as Certificate Registrar, that the transfer will occur after the termination of the
RRI Interest Transfer Restriction Period.


 






    Exhibit D-3-2 


     


    

 


Capitalized terms
used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF,
the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this [__] day
of [____], 20[__].


 





	 	By:	 
	 	 	Name:
	 	 	Title:



 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


Credit Suisse Commercial
Mortgage Securities Corp.


 





	By:	 
	 	Name:
	 	Title:


 


[Medallion
Stamp Guarantee]


 




    Exhibit D-3-3 


     


    

  


EXHIBIT D-4


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS 

OF RRI INTEREST


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Wells Fargo Center


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113



Attention: CSMC 2016-NXSR Commercial Mortgage
Trust


 


Credit Suisse Commercial Mortgage Securities
Corp.


11 Madison Avenue


New York, New York 10010


Attention: Chuck Lee


 


		Re:	CSMC 2016-NXSR Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2016-NXSR (the “Certificates”)	



 


Ladies and Gentlemen:


 


This is delivered to you in connection
with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”) of $[_____] Certificate
Balance of the Class [__] Certificates evidencing the RRI Interest. The Certificates were issued pursuant to the Pooling and Servicing
Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse
Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Torchlight Loan Services,
LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you that:


 


		1.	The transfer is in compliance with Sections 5.01, 5.02 and 5.03 of the Pooling and Servicing Agreement.



 


		2.	Any transfer of a Certificate evidencing the RRI Interest to (i) a Plan subject to ERISA or Section
4975 of the Code relying on Prohibited Transaction Exemption 89-90 or (ii) an insurance company general account relying on Sections
I and III of PTCE 95-60 will be effected through Credit Suisse Securities (USA) LLC, Natixis Securities Americas LLC, or UBS Securities
LLC.



 


		3.	Check one of the following:



 



    Exhibit D-4-1


     


    

 


		☐	The Transferor certifies, represents and warrants to
you that the transfer will occur during the RRI Interest Transfer Restriction Period and that:



 


		A.	The transfer is in compliance with the U.S. Credit Risk Retention Agreement, between Natixis Real
Estate Capital LLC, Column Financial, Inc., UBS AG, New York Branch and Credit Suisse Commercial Mortgage Securities Corp., dated
and effective as of December 22, 2016 (the “U.S. Credit Risk Retention Agreement”).



 


		B.	The transfer is in compliance with the EU Credit Risk Retention Agreement, between Natixis Real
Estate Capital LLC, Column Financial, Inc., UBS AG, New York Branch, CSMC 2016-NXSR Commercial Mortgage Trust, Credit Suisse Commercial
Mortgage Securities Corp., Wilmington Trust, National Association, Wells Fargo Bank, National Association, Credit Suisse Securities
(USA) LLC, Natixis Securities Americas LLC and UBS Securities LLC, dated and effective as of December 22, 2016 (the “EU
Credit Risk Retention Agreement” and, together with the U.S. Credit Risk Retention Agreement, the “Credit Risk
Retention Agreements”).



 


		C.	The Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
RR, of the Transferor.



 


		D.	The Transferee has complied in all material respects with all of the covenants in the U.S. Credit
Risk Retention Agreement and the EU Credit Risk Retention Agreement during the period from the date of the U.S. Credit Risk Retention
Agreement and the EU Credit Risk Retention Agreement through and including the date of this transfer.



 


		E.	All of the representations and warranties made by the Transferor in the Credit Risk Retention Agreements
are true and correct as of the date of the transfer.



 


		F.	All of the requirements set forth in Sections 3 and 6 of the U.S. Credit Risk Retention Agreement
and Sections 3 and 4 of the EU Credit Risk Retention Agreement have been complied with through and including the date of the transfer.



 


		☐	The Transferor certifies, represents and warrants to
you that the transfer will occur after the termination of the RRI Interest Transfer Restriction Period.



 


		4.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any
representation contained therein is false.



 


IN WITNESS WHEREOF, the Transferor
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this [__] day of [____], 20[__].


 



    Exhibit E-2


     


    







 


	 	[TRANSFEROR]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:






 


The foregoing certificate is hereby
confirmed, and the transfer is accepted, as of the date first above written:


 


	Credit Suisse Commercial Mortgage Securities Corp.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 


[Medallion Stamp Guarantee]


 




    Exhibit E-3


     


    

 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 
	 	Name of Mortgagor:	
	 	 	 
	 	[Master Servicer]	
	 	[Special Servicer] 

Loan No.:	 
	 
	Custodian
	 	 	 
	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	
        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) CSMC 2016-NXSR Commercial Mortgage
        Trust


	 	 	 
	 	Custodian/Trustee 

Mortgage File No.:	 
	Depositor
	 	 	 
	 	Name:	Credit Suisse Commercial Mortgage Securities Corp.
	 	 	 
	 	Address:	
        11 Madison Avenue

        New York, New York 10010


	 	 	 
	 	Certificates:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-NXSR


 


The undersigned [Master Servicer] [Special
Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”), for the Holders of CSMC 2016-NXSR
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-NXSR, 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 December 1, 2016, by and among Credit Suisse Commercial Mortgage
Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Torchlight Loan Services, LLC, as Special Servicer,
and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor (the “Pooling and Servicing
Agreement”).


 



    Exhibit E-1


     


    
 


		(  )	 	 


 


		(  )	 	 


 





		(  )	 	 


 





		(  )	 	 




 


The undersigned [Master Servicer] [Special
Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)          The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)          The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)          The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 


	 	[____________]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:



 


Date:
_________

 




    Exhibit E-2


     


    

 


EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National Association,

as Certificate Administrator


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: CSMC 2016-NXSR Commercial Mortgage
Trust


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	Transfer of CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2016-NXSR



 


Ladies and Gentlemen:


 


The undersigned
(the “Purchaser”) proposes to purchase US$[___] aggregate [Certificate Balance][Notional Amount] in the
CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-NXSR, Class [X-E][X-F][X-NR][E][F][NR][V1-E][V2] Certificates issued pursuant to that certain Pooling and Servicing Agreement dated as of December 1,
2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, Torchlight Loan Services, LLC, as Special
Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms
used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.


 


In connection with such transfer, the
undersigned hereby represents and warrants to you as follows:


 


1.          The
Purchaser is not and will not become (a) an employee benefit plan subject to the fiduciary responsibility provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA),
a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or any
other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar
to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or
using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the
entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified


 



    Exhibit F-1-1


     


    

 


by Section
3(42) of ERISA), other than an insurance company using the assets of its “insurance company general account” (as such
term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances
whereby the purchase and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances that
would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.          The
Purchaser understands that if the Purchaser is a Person referred to in 1(a) or (b) above, such Purchaser is required to provide
to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate
Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or
any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Initial Purchasers, the Operating Advisor or the Depositor to any obligation or liability (including obligations or liabilities
under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement,
which Opinion of Counsel shall not be at the expense of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers or the Trust Fund.


 


IN WITNESS WHEREOF, the Purchaser hereby
executes this ERISA Representation Letter on the [__] day of [____], 20[__].



 


		Very truly yours,



 


		 
	 	[The Purchaser]








 





		By:	 
	 	 	Name:
	 	 	Title:




 





Date:
_________


 




    Exhibit F-1-2


     


    

 


EXHIBIT F-2


 


Form of ERISA
Representation Letter

regarding CLASS R and class Z CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Administrator


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: CSMC 2016-NXSR Commercial Mortgage
Trust


 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-NXSR



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase [__]% Percentage Interest in the CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-NXSR, Class [R][Z] Certificates (the “Class [R][Z] Certificate”) issued pursuant to
that certain Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Torchlight Loan Services, LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and
as Operating Advisor. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms
in the Pooling and Servicing Agreement.


 


In connection with such transfer, the
undersigned hereby represents and warrants to you that, with respect to the Class [R][Z] Certificate, the Purchaser is not an employee
benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to any federal, state or local law
that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each,
a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan (including any entity
whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans and the application of
Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class [R][Z] Certificate.


 



    Exhibit F-2-1


     


    

 


IN WITNESS WHEREOF, the Purchaser hereby
executes this ERISA Representation Letter on the ___ day of _____, 20__.


 


		Very truly yours,



 


	 	[The Purchaser]








 





		By:	 
	 	 	Name:
	 	 	Title:


 





    Exhibit F-2-2


     


    

 


EXHIBIT G


 


FORM OF DISTRIBUTION DATE STATEMENT



[See Annex B to the Prospectus]


 




    Exhibit G-1


     


    

 


EXHIBIT H


 


FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR] having an
address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and conveys, without recourse, representation
or warranty, express or implied, unto “Wilmington Trust, National Association, as Trustee for the registered holders of CSMC
2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-NXSR” (the “Assignee”),
having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attn: CMBS Trustee CSMC 2016-NXSR, its successors and
assigns, all right, title and interest of the Assignor in and to:


 


That certain mortgage and security
agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument (the
“Security Instrument”), and that certain Promissory Note (the “Mortgage Note”), for each
of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment of leases
and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral, insurance
policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other
collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the Mortgage
Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related to the
Security Instrument and the Mortgage Note.


 


IN WITNESS WHEREOF, the Assignor has
executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 


	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:




 




    Exhibit H-1


     


    

 


EXHIBIT I


 


Form of Transfer
Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSMC 2016-NXSR


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-NXSR, Class [__]



 


Reference is hereby made to the Pooling
and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Torchlight Loan Services,
LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such request and
in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 


 



 


*       Select
appropriate depository.


 


    Exhibit I-1


     


    

 


[(2)        at the time the buy order was
originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


 


[(2)        the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:



 


Dated: _______


 


cc: Credit Suisse Commercial
Mortgage Securities Corp.


 


 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit I-2


     


    

 


EXHIBIT J


 


Form of Transfer
Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSMC 2016-NXSR


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-NXSR, Class [__]



 


Reference is hereby made to the Pooling
and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Torchlight Loan Services,
LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such request and
in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 



    Exhibit J-1


     


    

 


[(2)        at the time the buy order was
originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


 


[(2)        the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:



 


Dated: ________


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 




 



 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    Exhibit J-2


     


    

 


EXHIBIT K


 


Form of Transfer
Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSMC 2016-NXSR


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-NXSR, Class [__]



 


Reference is hereby made to the Pooling
and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Torchlight Loan Services,
LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through
the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such
Class (CUSIP No. [______]).


 


In connection with such request, and
in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in
accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction
meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States
or other applicable jurisdiction.


 


 



 


*       Select
appropriate depository.


 


    Exhibit K-1


     


    

 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 



Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 




    Exhibit K-2


     


    

 


EXHIBIT L


 


Form of Transfer
Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSMC 2016-NXSR


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-NXSR, Class [__]



 


Reference is hereby made to the Pooling
and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Torchlight Loan Services,
LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring a beneficial
interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted Period,]
[For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the
Securities Act of 1933, as amended.


 


We undertake to advise you promptly
by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates
of the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in
the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we


 


 



 


*       Select,
as applicable.


 



    Exhibit L-1


     


    

 


irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


		Dated:______________	



 


		By:	________________________________

as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 




    Exhibit L-2


     


    

 


EXHIBIT M


 


Form of Transfer
Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSMC 2016-NXSR


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-NXSR, Class [__]



 


Reference is hereby made to the Pooling
and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Torchlight Loan Services,
LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such request, and
in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 


 



 


*       Select
appropriate depository.


 



    Exhibit M-1


     


    

 


[(2)        at the time the buy order was
originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


 


[(2)        the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:





 


Dated: ________


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 


 



 



**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit M-2


     


    

 


EXHIBIT N


 


Form of Transfer
Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSMC 2016-NXSR


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-NXSR, Class [__] 



 


Reference is hereby made to the Pooling
and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Torchlight Loan Services,
LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such request, and
in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 



    Exhibit N-1


     


    

 


[(2)         at the time the buy order was
originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


 


[(2)         the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:





 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 


 



 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 





    Exhibit N-2


     


    

 


EXHIBIT O


 


Form of Transfer
Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSMC 2016-NXSR


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-NXSR, Class [__] 



 


Reference is hereby made to the Pooling
and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Torchlight Loan Services,
LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such request, and
in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in
accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction
meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States
or other applicable jurisdiction.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are


 



    Exhibit O-1


     


    

 


commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:



 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 




    Exhibit O-2


     


    

 


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY AND/OR RISK RETENTION CONSULTATION PARTY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSMC 2016-NXSR Commercial Mortgage Securities Trust


Email: trustadministrationgroup@wellsfargo.com;

            cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-NXSR 



 


In accordance with the Pooling and
Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Torchlight Loan Services,
LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates, the Risk Retention
Consultation Party or a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.          The
undersigned is not a Borrower Party or the Risk Retention Consultation Party.


 


5.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the


 



    Exhibit P-1A-1


     


    

 


“Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.          The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.         The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.         Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 



    Exhibit P-1A-2


     


    

 


	 	[Certificateholder][Beneficial Owner][Prospective Purchaser][Risk
Retention Consultation Party]
	 	 	 
		By: 	 	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:


 







    Exhibit P-1A-3


     


    

 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	
        Wilmington Trust, National Association,

        1100 North Market Street,

        Wilmington, Delaware 19801

        Attention: CMBS Trustee CSMC 2016-NXSR

        Email: CMBSTrustee@wilmingtontrust.com

        

        

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        CSMC 2016-NXSR Commercial Mortgage Securities Trust

        Email: trustadministrationgroup@wellsfargo.com
             cts.cmbs.bond.admin@wellsfargo.com


	 	 
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CSMC 2016-NXSR-Surveillance Manager

        Email: cmbs.notices@parkbridgefinancial.com

	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo, 401 S. Tryon Street, 8th Floor

        Charlotte, NC 28202

        Attention: CSMC 2016-NXSR Asset Manager

        E-mail: commercial.servicing@wellsfargo.com


	 	 
	
        Torchlight Loan Services, LLC

        475 Fifth Avenue

        New York, New York 10017

        Attention: Jacob M. K. Baron

        CSMC 2016-NXSR

        Email: jbaron@torchlightinvestors.com

	


 

CSMC 2016-NXSR Commercial Mortgage
Trust, Commercial Mortgage Pass Through Certificates, Series 2016-NXSR 


 


In accordance with the Pooling and
Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Torchlight Loan Services,
LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, with


 



    Exhibit P-1B-1


     


    

 


respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.          The
undersigned has received a copy of the Prospectus.


 


3.          The
undersigned is not a Borrower Party.


 


4.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.          The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 



    Exhibit P-1B-2


     


    

 


8.         [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.         Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 




    Exhibit P-1B-3


     


    

 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSMC 2016-NXSR Commercial Mortgage Securities Trust


Email: trustadministrationgroup@wellsfargo.com;

            cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1050-084, 401 S. Tryon Street, 8th Floor


Charlotte, North Carolina 28202

Attention: CSMC 2016-NXSR Asset Manager

Email: commercial.servicing@wellsfargo.com


 


CSMC 2016-NXSR Commercial Mortgage
Trust, Commercial Mortgage Pass Through Certificates, Series 2016-NXSR 


 


In accordance with the Pooling and
Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Torchlight Loan Services,
LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.          The
undersigned is a Borrower Party.


 



    Exhibit P-1C-1


     


    

 


5.          The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statements confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statements will not, without the prior written consent of the
Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Distribution Date Statements confidential shall expire one year following
the date that the undersigned receives such Distribution Date Statements (with respect to a prospective purchaser only) or is no
longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statements in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.          The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 




    Exhibit P-1C-2


     


    

 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	
        Wilmington Trust, National Association,

        1100 North Market Street,

        Wilmington, Delaware 19801

        Attention: CMBS Trustee CSMC 2016-NXSR

        Email: CMBSTrustee@wilmingtontrust.com
        

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        CSMC 2016-NXSR Commercial Mortgage Securities Trust

        Email: trustadministrationgroup@wellsfargo.com

            cts.cmbs.bond.admin@wellsfargo.com


	 	 
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CSMC 2016-NXSR-Surveillance Manager

        Email: cmbs.notices@parkbridgefinancial.com

	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing


        Three Wells Fargo, 401 S. Tryon Street, 8th Floor

        Charlotte, NC 28202

        Attention: CSMC 2016-NXSR Asset Manager

        E-mail: commercial.servicing@wellsfargo.com


	 	 
	
        Torchlight Loan Services, LLC


        475 Fifth Avenue

        New York, New York 10017

        Attention: Jacob M. K. Baron

        CSMC 2016-NXSR


        Email: jbaron@torchlightinvestors.com

	 


 

		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-NXSR 



 


In accordance with the Pooling and
Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Torchlight
Loan Services, 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 Asset Representations Reviewer and as Operating Advisor,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 



    Exhibit P-1D-1


     


    

 


1. The undersigned is [the Directing
Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.         The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED LOAN][EXCLUDED
CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned is not a Borrower
Party with respect to any other Mortgage Loan. 


 


3.         Pursuant
to the Pooling and Servicing Agreement, if the undersigned is (a) the Holder of the majority of the Controlling Class or (b) the
Directing Certificateholder, then in each case with respect to each of the Mortgage Loans listed in this certification, each such
Mortgage Loan shall be an “Excluded Loan”, and a Control Termination Event and a Consultation Termination Event shall
be deemed to occur and the Certificate Administrator is hereby directed to post such information on its website as a special notice
in accordance with Section 3.13(b) of the Pooling and Servicing Agreement.


 


4.         The
undersigned has received a copy of the Prospectus.


 


5.         Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.         The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 



    Exhibit P-1D-2


     


    

 


7.         The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


8.         To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


9.         The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


10.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


11.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 




    Exhibit P-1D-3


     


    




 


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 





	
        Wilmington Trust, National Association,

        1100 North Market Street,

        Wilmington, Delaware 19801

        Attention: CMBS Trustee CSMC 2016-NXSR

        Email: CMBSTrustee@wilmingtontrust.com

         
	 	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        CSMC 2016-NXSR Commercial Mortgage Securities Trust

        Email:     trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com

	 	 	 
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CSMC 2016-NXSR-Surveillance Manager

        Email:
        cmbs.notices@parkbridgefinancial.com
	 	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo, 401 S. Tryon Street, 8th Floor

        Charlotte, NC 28202

        Attention: CSMC 2016-NXSR Asset Manager

        E-mail: commercial.servicing@wellsfargo.com

	 	 	 
	
        Torchlight Loan Services, LLC

        475 Fifth Avenue

        New York, New York 10017

        Attention: Jacob M. K. Baron

        CSMC 2016-NXSR

        Email: jbaron@torchlightinvestors.com
	 	 







 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-NXSR



 


THIS NOTICE IDENTIFIES AN “[EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE CSMC 2016-NXSR Commercial
Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-NXSR REQUIRING ACTION BY YOU AS THE RECIPIENT
PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with Section 3.13(b)
of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 






    Exhibit P-1E-1 


     


    

 


1.          The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.          The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For the avoidance
of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The undersigned is
not a Borrower Party with respect to any other Mortgage Loan.


 


3.          As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event or Control Termination Event
is in effect with respect to the Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such mortgage loan is an
Excluded Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1E-2 


     


    

 


4.          Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 






    Exhibit P-1E-3 


     


    

 


6.          The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


10.        The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access


 






    Exhibit P-1E-4 


     


    

 


to
any Excluded Information. The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information
relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and
until it has (i) delivered notice of the termination of the related Excluded Controlling Class Holder status and (ii) submitted
a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing Agreement.


 


11.        The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized terms used but not defined
herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.





	 	 	 
	 	[Directing Certificateholder][Holder of the
majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 




    Exhibit P-1E-5 


     


    


 


EXHIBIT P-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER
TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

CSMC 2016-NXSR Commercial Mortgage Securities Trust

        Telecopy Number: (410) 715-2380

        trustadministrationgroup@wellsfargo.com;

        cts.cmbs.bond.admin@wellsfargo.com

         



		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-NXSR



 


In accordance with Section 3.13(b) of the Pooling and
Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the undersigned
(the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.          The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.          The undersigned
has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded
Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1F-1 


     


    

 


3.          The following
USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the CSMC 2016-NXSR Commercial Mortgage Securities Trust securitization should be revoked as to such users:


 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


4.          The undersigned
acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such [Excluded Loan][Excluded
Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is no longer an Excluded Controlling
Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has delivered notice of the termination
of the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit
P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein have the
respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.





	 	 	 
	 	[Directing
    Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 


The undersigned hereby acknowledges that access to CTSLink
has been revoked for the users listed in Paragraph 3.


 






    Exhibit P-1F-2 


     


    

 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 





	 	 



Name:

Title:


 




    Exhibit P-1F-3 


     


    


 


EXHIBIT P-1G


 


Form of Certification
of the Directing Certificateholder


 


[Date]


 


	
        Wilmington Trust,
National Association,

        1100 North Market
Street,

        Wilmington, Delaware
19801

        Attention: CMBS Trustee
CSMC 2016-NXSR

        Email: CMBSTrustee@wilmingtontrust.com

        

        

         
	 	
        Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSMC 2016-NXSR Commercial Mortgage Securities Trust

        Email: trustadministrationgroup@wellsfargo.com

           cts.cmbs.bond.admin@wellsfargo.com

	 	 	 
	
        Park Bridge Lender
Services LLC

        600 Third Avenue,
40th Floor

        New York, New York
10016

        Attention: CSMC 2016-NXSR-Surveillance
Manager

        Email: cmbs.notices@parkbridgefinancial.com

         
	 	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo, 401 S. Tryon Street, 8th Floor

        Charlotte, NC 28202

        Attention: CSMC 2016-NXSR Asset Manager

        E-mail: commercial.servicing@wellsfargo.com

	 	 	 
	
        Torchlight Loan Services, LLC 

        475 Fifth Avenue

        New York, New York 10017 

        Attention: Jacob M. K. Baron 

        CSMC 2016-NXSR 

        Email: jbaron@torchlightinvestors.com

         
	 	


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-NXSR



 


In accordance with Section 3.23 of
the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.          The
undersigned is not a Borrower Party.


 


3.          If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit


 






    Exhibit P-1G-1 


     


    

 


P-1D
to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit P-1E and Exhibit
P-1F to the Pooling and Servicing Agreement.


 


4.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


5.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the
undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.





	 	 	 
	 	[Directing Certificateholder]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp


 




    Exhibit P-1G-2 


     


    


 


EXHIBIT P-1H


 


FORM OF CERTIFICATION OF THE RISK RETENTION CONSULTATION PARTY


 


[Date]


 


	
        Wilmington Trust,
National Association,

        1100 North Market
Street,

        Wilmington, Delaware
19801

        Attention: CMBS Trustee
CSMC 2016-NXSR

        Email: CMBSTrustee@wilmingtontrust.com

        

        

         
	
        Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSMC 2016-NXSR Commercial Mortgage Securities Trust

        Email: trustadministrationgroup@wellsfargo.com

           cts.cmbs.bond.admin@wellsfargo.com

	 	 
	
        Park Bridge Lender
Services LLC

        600 Third Avenue,
40th Floor

        New York, New York
10016

        Attention: CSMC 2016-NXSR-Surveillance
Manager

        Email: cmbs.notices@parkbridgefinancial.com

         
	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo, 401 S. Tryon Street, 8th Floor

        Charlotte, NC 28202

        Attention: CSMC 2016-NXSR Asset Manager

        E-mail: commercial.servicing@wellsfargo.com

	 	 
	
        Torchlight Loan Services, LLC

        475 Fifth Avenue

        New York, New York 10017

        Attention: Jacob M. K. Baron

        CSMC 2016-NXSR

        Email: jbaron@torchlightinvestors.com

         
	


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-NXSR



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned
has been appointed to act as the Risk Retention Consultation Party.


 


2.          The undersigned
hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions
of the Pooling and


 






    Exhibit P-1H-1 


     


    

 


Servicing
Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


3.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the
date certified.





	 	 	 
	 	[RISK RETENTION CONSULTATION PARTY]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Dated: [____] [__], 20[__]


 




    Exhibit P-1H-2 


     


    


 


EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust Services 


CSMC 2016-NXSR Commercial Mortgage Trust


 


		Attention:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-NXSR __________________



 


In accordance with the requirements
for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Torchlight Loan Services, 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 Asset Representations Reviewer and as Operating Advisor, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is a (a) Rating Agency hired by the Depositor to provide ratings on the Certificates;
or (b) a Nationally Recognized Statistical Rating Organization (“NRSRO”); and has provided the Depositor with
the appropriate certifications under Exchange Act 17g-5(e);



 


		2.	The undersigned has provided the Depositor with the appropriate certifications under Exchange Act
Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date, is requesting access pursuant to the
Agreement to certain information (the “Information”) on such 17g-5 website pursuant to the provisions of the
Agreement, and agrees that any confidentiality agreement applicable to the undersigned with respect to the information obtained
from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable to information obtained from the 17g-5
Information Provider’s Website (including without limitation, to any information received by the Depositor for posting on
the 17g-5 Information Provider’s Website), or (y), if the undersigned did not have access to the Depositor’s 17g-5
website prior to the Closing Date, it hereby agrees that it shall be bound by the provisions of the confidentiality agreement attached
hereto as Annex A which shall be applicable to it with respect to any information obtained from the 17g-5 Information Provider’s
Website, including any information that is obtained from the section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date; and



 


		3.	Agrees that any confidentiality agreement applicable to the undersigned with respect to information
obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider’s
Website.



 






    Exhibit P-2-1 


     


    

 


The undersigned shall be deemed to have recertified to
the provisions herein each time it accesses the Information on the Certificate Administrator’s Website and the 17g-5 Information
Provider’s Website.


 


Capitalized terms used but not defined herein shall have
the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Credit Suisse Securities (USA) LLC together with its affiliates, the “Furnishing
Entities” and each a “Furnishing Entity”) furnishing certain financial, operational, structural and
other information relating to the issuance of the CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2016-NXSR (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as of December
1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Torchlight Loan Services, 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 Asset Representations Reviewer and as Operating Advisor and the assets underlying or referenced
by the Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers
and lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”)
through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement,
including the [section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after
the Closing Date (as defined in the Pooling and Servicing Agreement]. Information provided by each Furnishing Entity is labeled
as provided by the specific Furnishing Entity. 


Definition of Confidential Information.
For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following
information (irrespective of its source or form of communication, including information obtained by you through access to this
site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating
with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents
and other information (such information, the “Evaluation Material”) and (y)  any of the terms, conditions
or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which: 


was or becomes generally available
to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document) other
than as a


 






    Exhibit P-2-2 


     


    

 


result
of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation of this Confidentiality
Agreement; 


was or is lawfully obtained
by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you to be under
no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to maintain
the information as confidential; or is independently developed by the NRSRO without reference to any Confidential Information. 


Information to Be Held in Confidence. 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”). 


You acknowledge that
you are aware that the United States and state securities laws impose restrictions on trading in securities when in possession
of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative
who is informed of the matters that are the subject of this Confidentiality Agreement to that effect. 


You will treat the Confidential
Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable Furnishing
Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was furnished
to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may: 


disclose the Confidential Information
to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents and advisors (each, a “NRSRO
Representative”) who, in the reasonable judgment of the NRSRO, need to know such Confidential Information in connection
with the Intended Purpose; provided, that, prior to disclosure of the Confidential Information to a NRSRO Representative,
the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that such NRSRO Representative will act in
accordance with this Confidentiality Agreement; 


solely to the extent required
for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to the NRSRO’s password
protected website; and 


use information derived from
the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any Confidential
Information. 


Disclosures Required by Law. If you or
any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory demand,
request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing or
otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon as
practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to the
extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose the
Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with
respect to the


 






    Exhibit P-2-3 


     


    

 


requested Confidential Information, you
agree not to disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a protective order
or other reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing Entity
in its efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the
portion of the Confidential Information that is being disclosed, at the sole expense of such Furnishing Entity; provided,
however, that in no event shall the NRSRO be required to take a position that such information should be entitled to receive
such a protective order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective
order or other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information, at the
sole expense of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity
waives compliance with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information
as you are legally required to disclose, at the sole expense of the relevant Furnishing Entity. 


Obligation to Return Evaluation
Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents,
including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant
Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document or other material
containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s
internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion
of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents prepared
by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material so retained
by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality
Agreement. 


Violations of this Confidentiality
Agreement. The NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or
any NRSRO Representative. 


You agree promptly to advise each relevant
Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of the Confidential Information
which may come to your attention and to take all steps reasonably requested by such Furnishing Entity to limit, stop or otherwise
remedy such misappropriation, or unauthorized disclosure or use. 


You acknowledge and agree that the Furnishing
Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this
Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly
agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief to prevent breaches of this
Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which
a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that no failure to or delay in exercising
any right, power or privilege hereunder shall preclude any other or further exercise of any right, power or privilege. 


Term. Notwithstanding
the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating
on a Security, your obligations under this Confidentiality Agreement will survive indefinitely. 


Governing Law. This Confidentiality
Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships of the parties and/or
the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in


 






    Exhibit P-2-4 


     


    

 


accordance with the laws of the State
of New York applicable to agreements made and to be performed within such State.


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement. This Confidentiality
Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of Confidential Information
heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings and agreements between
us relating to such matters; provided, however, that, if the terms of this Confidentiality Agreement conflict with
another agreement relating to the Confidential Information that specifically states that the terms of such agreement shall supersede,
modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality Agreement conflict
with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof by entry into
this website.


 


Contact Information. Notices for each Furnishing
Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Credit Suisse Securities (USA) LLC

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee

Email: chuck.lee@credit-suisse.com


 




    Exhibit P-2-5 


     


    


 


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust Services


CSMC 2016-NXSR Commercial Mortgage Trust


 


		Attention:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-NXSR ________________



 


This Certification has been prepared for provision
of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor. If you represent
a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526, or at
ctslink.customerservice@wellsfargo.com.


 


In accordance with the requirements
for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC,
as Asset Representations Reviewer and as Operating Advisor, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg Financial Markets, L.P., CMBS.com, Inc., Thomson
Reuters Corporation, Trepp, LLC, Intex Solutions, Inc., Asset Reviewers LLC, Moody’s Analytics or BlackRock Financial Management,
Inc, a market data provider that has been given access to the Statements to Certificateholders, CREFC® Reports and
supplemental notices on www.ctslink.com (“CTSLink”) by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only in its capacity as a market data provider and not for any other purpose, and agrees that it
will not disseminate or otherwise make such information available to any other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of this agreement by itself or any of its
Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Operating Advisor, the 



 






    Exhibit P-3-1 


     


    

 


Asset
Representations Reviewer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach
by the undersigned or any of its Representatives.


 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 




    Exhibit P-3-2 


     


    


 


EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-NXSR 



 


Ladies and Gentlemen:


 


In accordance with Section 2.02 of
the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Torchlight Loan Services, 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 Asset Representations Reviewer and as Operating
Advisor, the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full) the Custodian has, subject
to Section 2.02(b) and (c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01
of the Pooling and Servicing Agreement and has determined that (i) all documents specified in clauses (i) through (v), (viii),
(ix), (xi), (xii) and (xiii) (or, with respect to clause (xii), a copy of such letter of credit and the required Officer’s
Certificate), if any, of the definition of “Mortgage File,” as applicable, with respect to the Mortgage Loans are in
its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed
by it or by a Custodian on its behalf and appear regular on their face and appear to be executed and to relate to such Mortgage
Loan and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan
Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule”
is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	 	as Custodian
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit Q-1 


     


    


 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S NOTICE ADDRESS]


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004


 


Kroll Bond Rating Agency, Inc.


845 Third Avenue, 4th Floor


New York, New York 10022


 


Torchlight Investors, LLC


475 Fifth Avenue


New York, New York 10017


Attention: William Stasiulatis


CSMC 2016-NXSR


Email: bstasiulatis@torchlightinvestors.com


with a copy to:



Torchlight Investors, LLC

475 Fifth Avenue 

New York, New York 10017

Attention: Jacob M. K. Baron 

CSMC 2016-NXSR

Email: jbaron@torchlightinvestors.com

Fax: (646) 253-9753


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo, 401 S. Tryon Street, 8th Floor

Charlotte, NC 28202






 






    Exhibit Q-2 


     


    

 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045


 


[DIRECTING CERTIFICATEHOLDER’S NOTICE ADDRESS]


 




    Exhibit Q-3 


     


    


 



EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE
FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


Wells Fargo Bank, National Association 


Commercial Mortgage Servicing 


MAC D1050-084 


Three Wells Fargo, 401 S. Tryon Street, 8th Floor 


Charlotte, NC 28202 


Attention: CSMC 2016-NXSR Asset Manager 


Telecopy Number: (704) 715-0036 


E-mail: commercial.servicing@wellsfargo.com 


 





 






 SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National
Association, a national banking association, incorporated and existing under the laws of the United States, having its usual place
of business at 1100 North Market Street, Wilmington, Delaware 19890, as trustee (the “Trustee”), pursuant to
that Pooling and Servicing Agreement dated as of December 1, 2016 (the “Agreement”), by and among Credit Suisse
Commercial Mortgage Securities Corp., as the depositor, Wells Fargo Bank, National Association, as Master Servicer (in such capacity,
the “Master Servicer”), Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as certificate administrator, the Trustee and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, hereby constitutes and appoints the Master Servicer, by and through the Master Servicer’s officers, the Trustee’s
true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection
with all mortgage loans (the “Mortgage Loans”) serviced by the Master Servicer and all properties (“Mortgaged
Properties”) administered by the Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or
by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions
described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties; provided, however,
that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required
or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in
the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.





 






    Exhibit R-1-1


     


    

 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.





 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.





 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real
estate owned, or conveyance of title to real estate owned.





 


		5.	The completion of loan assumption agreements.





 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.





 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage
Loan secured and evidenced thereby.





 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.





 


		9.	The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust,
and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure,
or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:





 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;





 


		b.	the preparation and issuance of statements of breach or non-performance;





 


		c.	the preparation and filing of notices of default and/or notices of sale;





 


		d.	the cancellation/rescission of notices of default and/or notices of sale;





 






    Exhibit R-1-2


     


    

 


		e.	the taking of deed in lieu of foreclosure;





 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage
Notes, Mortgages or deeds of trust;





 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;





 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions; and





 


		i.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms
of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:





 


		a.	listing agreements;





 


		b.	purchase and sale agreements;





 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase
same;





 


		d.	escrow instructions; and





 


		e.	any and all documents necessary to effect the transfer of property.





 


		11.	The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement
of personal property.





 


		12.	The execution and delivery of the following:





 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien
created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property
and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full
defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests
in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to 



 






    Exhibit R-1-3


     


    

 


any mezzanine
financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds
of insurance policies or condemnation awards to the restoration of the related Mortgaged Property or otherwise, documents relating
to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including agreements
and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties
or the replacement of asset managers), documents exercising any or all of the rights, powers and privileges granted or provided
to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment
agreements or other leasing or rental arrangements, any easements, covenants, conditions, restrictions, equitable servitudes, or
land use or zoning requirements with respect to the Mortgaged Properties, instruments relating to the custody of any collateral
that now secures or hereafter may secure any Mortgage Loan and any other consents.


 


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


 


Solely to the extent that the Master Servicer has the power
to delegate its rights or obligations under the Agreement, the Master Servicer also has the power to delegate the authority given
to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its
obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such
purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority than that held by the Master Servicer.


 


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the Master Servicer the power to initiate or defend any suit, litigation or
proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein. If the Master Servicer
receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Master Servicer
shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney is not intended to extend the
powers granted to the Master Servicer under the Agreement or to allow the Master Servicer to take any action with respect to Mortgages,
deeds of trust or Mortgage Notes not authorized by the Agreement.


 






    Exhibit R-1-4


     


    

 


The Master Servicer hereby agrees to indemnify and hold the
Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason
or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Master Servicer. The foregoing
indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal
of the Trustee under the Agreement.


 


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third parties without actual notice may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for CSMC 2016-NXSR Commercial Mortgage Securities Trust Commercial Mortgage Pass-Through Certificates, Series 2016-NXSR
has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by
a duly elected and authorized signatory this ___________ day of ____________. 


	 	 	 	 
	 	Wilmington
Trust, National Association, as Trustee for CSMC 2016-NXSR Commercial Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2016-NXSR


 
	 	 	 	 
	 	By:	 	 
	 	 	Name: 


Title:


	 
	 	 	 	 
	 	Prepared by:	 
	 	 	 	 
	 	 	Name:	 









 


Witness: 





	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 


 






    Exhibit R-1-5


     


    

 








State of Delaware} 


County of ____}


 


On ___________________, before me,
_____________________Notary Public, personally appeared __________________, who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed
the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf
of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and
official seal.





	 	 
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 













    Exhibit R-1-6


     


    

 


 


	STATE OF	)
	 	)    ss.: 
	COUNTY OF	)
	 	 






On ________________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of ___________ that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.





	 	 
	 	Notary Public
	 	 
	[SEAL]	 





 





My
commission expires:

 



    Exhibit R-1-7


     


    

      








EXHIBIT
R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE
FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


Torchlight Loan Services, LLC 


475 Fifth Avenue 


New York, New York 10017 


Attention: Jacob M. K. Baron 


CSMC 2016-NXSR 


Email: jbaron@torchlightinvestors.com


 





 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


Wilmington Trust, National Association, a national banking
association organized and existing under the laws of the United States and having an office at 1100 North Market Street, Wilmington,
Delaware 19801, 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 December 1, 2016 (the “Pooling
and Servicing Agreement”) between Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer (the “Master Servicer”), Torchlight Loan Services, LLC, as Special
Servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator, Paying
Agent and Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, on behalf of CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2016-NXSR (the “Trust”) and no power is granted hereunder to take any action that would be adverse
to the interests of Wilmington Trust, 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 



 






    Exhibit R-2-1


     


    

 


or local laws) and foreclosing on the properties under the Security Instruments by judicial
or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste,
fraud and any and all other tort, contractual or other claims of whatever nature, including execution of any evidentiary affidavits
or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit or any other
action.


 


		2.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee in litigation
and to resolve any litigation where the Special Servicer has an obligation to defend the Trustee, including but not limited to
dismissal, termination, cancellation, rescission and settlement.



 


		3.	Transact business of any kind 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 



 






    Exhibit R-2-2


     


    

 


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.



 


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 Wilmington
Trust, 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 Wilmington Trust, National Association,
as Trustee under the Agreement.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for the benefit of the registered Holders of CSMC 2016-NXSR Commercial Mortgage Trust Commercial Mortgage Pass Through
Certificates, Series 2016-NXSR has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged
in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.





	 	 	 	 
	 	Wilmington Trust, National Association, as Trustee for the benefit of the registered Holders of CSMC 2016-NXSR Commercial Mortgage Trust Commercial Mortgage Pass Through Certificates, Series 2016-NXSR
	 	 
	 	By:	 	 
	 	 	Name: 





	 



 






    Exhibit R-2-3


     


    

 


	 	 	Title:	 








 


Witness:





	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 






 






    Exhibit R-2-4


     


    

 





State of Delaware} 


County of ____} 


On ___________________, before me, ___________________Notary
Public, personally appeared _____________________, who proved to me on the basis of satisfactory evidence to be the person whose
name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity
and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.


 


I certify under PENALTY OF PERJURY under the laws of the State
of Delaware that the foregoing paragraph is true and correct. 


Witness my hand and official seal.


	 	 
	Notary signature	 




 






    Exhibit R-2-5


     


    

  


EXHIBIT
S


 


INITIAL COMPANION HOLDERS 


 





	Loan	Companion Holder
	Novo Nordisk Loan	
        NOTE A-2, A-10, A-13


         

        Natixis Real Estate Capital LLC

         


        Notice Address:


         

        Natixis Real Estate Capital LLC


        1251 Avenue of the Americas


        New York, New York 10020


        Attention: Real Estate Administration


        Email: USCIBSAFAssetManagementTeam@us.natixis.com

         


        NOTE A-6


         

        Wells Fargo Bank, National Association for the Holders of Morgan
        Stanley Capital I Trust 2016-UBS12, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS12

         


        Notice Address:


         

        Wells Fargo Bank, National Association


        9062 Old Annapolis Road


        Columbia, Maryland 21045


        Attention: Corporate Trust Services – MSC 2016-UBS12


        With a copy by email to: trustadministrationgroup@wellsfargo.com


        cts.cmbs.bond.admin@wellsfargo.com

         


        NOTES A-3, A-4, A-5, A-11 and A-12


         

        Wilmington Trust, National Association, for the holders of Wells
        Fargo Commercial Mortgage Trust 2016-NXS6, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS6

         


        Notice Address:






 






    Exhibit S-1


    	 



    

 


	 	
        Wilmington Trust, National Association


        1100 North Market Street


        Wilmington, Delaware 19890


        Attention: CMBS Trustee WFCM 2016-NXS6


        with a copy to:


        CMBSTrustee@wilmingtontrust.com


        Facsimile No.: (302) 636-4140


	Rentar Plaza Loan	
        NOTES A-2 and A-3


         

        Wilmington Trust, National Association, for the holders of Wells
        Fargo Commercial Mortgage Trust 2016-NXS6, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS6

         


        Notice Address:


         

        Wilmington Trust, National Association


        1100 North Market Street


        Wilmington, Delaware 19890


        Attention: CMBS Trustee WFCM 2016-NXS6


        with a copy to:


        CMBSTrustee@wilmingtontrust.com


        Facsimile No.: (302) 636-4140

         




        NOTE A-5: 


         

        Natixis Real Estate Capital LLC

         


        Notice Address:


         

        Natixis Real Estate Capital LLC


        1251 Avenue of the Americas


        New York, New York 10020


        Attention: Real Estate Administration


        Email: USCIBSAFAssetManagementTeam@us.natixis.com


	Gurnee Mills Loan	
        NOTE A-1A


         

        Wilmington Trust, National Association, for the holders of CSAIL
        2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7

         


        Notice Address:




 



    Exhibit S-2


    	 



    




 


	 	
        Wilmington Trust, National Association


        1100 North Market Street


        Wilmington, Delaware 19890


        Attention: CMBS Trustee CSAIL 2016-C7


        with a copy to:


        Telecopy number: (302) 636-4140


        Email: CMBSTrustee@wilmingtontrust.com

         


        NOTE A-2A




         

        Wilmington Trust, National Association for the holders of Wells
        Fargo Commercial Mortgage Trust 2016-C36, Commercial Mortgage Pass-Through Certificates, Series


         

        Notice Address:


         

        Wilmington Trust, National Association


        1100 North Market Street


        Wilmington, Delaware 19890


        Attention: CMBS Trustee WFCM 2016-C36


        with a copy to:


        CMBSTrustee@wilmingtontrust.com


        Facsimile No.: (302) 636-4140


         

        NOTE A-2B


         

        Wells Fargo Bank, National Association


         

        Notice Address:


         

        Wells Fargo Bank, National Association


        375 Park Avenue, 2nd Floor


        J0127-023


        New York, New York 10152


        Attention: A.J. Sfarra


        Email: Anthony.sfarra@wellsfargo.com


        with a copy to:


        Jeff D. Blake, Esq.


        Senior Counsel


        Wells Fargo Law Department


        D1053-300


        301 South College St.


        Charlotte, North Carolina 28288


        Email: jeff.blake@wellsfargo.com

         


        NOTES A-3B and A-4






 






    Exhibit S-3


    	 



    

 


	 	
        Regions Bank

         


        Notice Address:
 Regions Bank


        1001 Morehead Square Drive, Suite 290


        Charlotte, NC 28203


        Attention: Jennifer Boone

         


	QLIC	
        NOTES A-2 and A-3

        

        Wilmington Trust, National Association, for the holders of Wells Fargo Commercial Mortgage Trust 2016-NXS6, Commercial Mortgage
        Pass-Through Certificates, Series 2016-NXS6

         


        Notice Address:


         

        Wilmington Trust, National Association


        1100 North Market Street


        Wilmington, Delaware 19890


        Attention: CMBS Trustee WFCM 2016-NXS6


        with a copy to:


        CMBSTrustee@wilmingtontrust.com


        Facsimile No.: (302) 636-4140

         


        NOTES A-4 and A-5


         

        Natixis Real Estate Capital LLC

         


        Notice Address:


         

        Natixis Real Estate Capital LLC


        1251 Avenue of the Americas


        New York, New York 10020


        Attention: Khaled Mohiuddin


        Facsimile: (212) 891-5777


        with a copy to:


        Natixis Real Estate Capital LLC


        Office of Chief Operating Officer


        1251 Avenue of the Americas


        New York, New York 10020


        Facsimile: (212) 891-6288


        with a copy to:


        Natixis North America LLC


        Office of the General Counsel




 



    Exhibit S-4


    	 



    




 


	 	
        1251 Avenue of the Americas


        New York, New York 10020


        for legal notices, with a copy to:


        legal.notices@us.natixis.com

         


        NOTE B


         

        SM Core Credit Finance LLC

         


	Wolfchase Galleria	
        NOTES A-1-1 and A-3


         

        Wells Fargo Bank, National Association for the Holders of Morgan
        Stanley Capital I Trust 2016-UBS12, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS12


         

        Notice Address:


         

        Wells Fargo Bank, National Association


        9062 Old Annapolis Road


        Columbia, Maryland 21045


        Attention: Corporate Trust Services – MSC 2016-UBS12


        With a copy by email to: trustadministrationgroup@wellsfargo.com


        cts.cmbs.bond.admin@wellsfargo.com


         

        NOTES A-1-2, A-2, A-4 and A-5


         

        UBS AG, by and through its branch office at 1285 Avenue of the
        Americas, New York, New York


         

        Notice Address:

        

        UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: David Schell


        facsimile number: (212) 821-2943


        with a copy to:


        UBS Securities LLC

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: Henry Chung


        facsimile number: (212) 821-2943






 



    Exhibit S-5


    	 



    




 


	 	
        with a copy to:


        UBS AG,


        153 West 51st Street


        New York, New York 10019


        Attention: Chad Eisenberger, Executive Director & Counsel

         


	Federal Way Crossings Loan	
        NOTES A-1, A-3 and A-4


         

        Wells Fargo Bank, National Association for the Holders of Morgan
        Stanley Capital I Trust 2016-UBS12, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS12


         

        Notice Address:


         

        Wells Fargo Bank, National Association


        9062 Old Annapolis Road


        Columbia, Maryland 21045


        Attention: Corporate Trust Services – MSC 2016-UBS12


        With a copy by email to: trustadministrationgroup@wellsfargo.com


        cts.cmbs.bond.admin@wellsfargo.com


	Greenwich Office Park Loan	
        NOTE A-1


         

        Wells Fargo Bank, National Association for the Holders of Morgan
        Stanley Capital I Trust 2016-UBS12, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS12


         

        Notice Address:


         

        Wells Fargo Bank, National Association


        9062 Old Annapolis Road


        Columbia, Maryland 21045


        Attention: Corporate Trust Services – MSC 2016-UBS12


        With a copy by email to: trustadministrationgroup@wellsfargo.com


        cts.cmbs.bond.admin@wellsfargo.com


         

        Note 1-3


         

        Natixis Real Estate Capital LLC







 






    Exhibit S-6


    	 



    

 


	 	
        Notice Address:


        Natixis Real Estate Capital LLC


        1251 Avenue of the Americas


        New York, New York 10020


        Attention: Khaled Mohiuddin


        Facsimile: (212) 891-5777


        with a copy to:


        Natixis Real Estate Capital LLC


        Office of Chief Operating Officer


        1251 Avenue of the Americas


        New York, New York 10020


        Facsimile: (212) 891-6288


        with a copy to:


        Natixis North America LLC


        Office of the General Counsel


        1251 Avenue of the Americas


        New York, New York 10020


        for legal notices, with a copy to:


        legal.notices@us.natixis.com


	MY Portfolio Loan	
        NOTE A-1


         

        Wilmington Trust, National Association, for the holders of Morgan
        Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31


         

        Notice Address:


         

        Wilmington Trust, National Association


        1100 North Market Street


        Wilmington, Delaware 19890


        CMBS Trustee – MSBAM 2016-C31


        With a copy by email to: cmbstrustee@wilmingtontrust.com


	681 Fifth Avenue Loan	
        NOTE A-1


         

        Wells Fargo Bank, National Association for the Holders of Morgan
        Stanley Capital I Trust 2016-UBS12, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS12


         

        Notice Address:


         

        Wells Fargo Bank, National Association





 






    Exhibit S-7


    	 



    

 


	 	
        9062 Old Annapolis Road


        Columbia, Maryland 21045


        Attention: Corporate Trust Services – MSC 2016-UBS12


        With a copy by email to: trustadministrationgroup@wellsfargo.com


        cts.cmbs.bond.admin@wellsfargo.com

         


        NOTES A-2 and A-4


         

        UBS AG, by and through its branch office at 1285 Avenue of the
        Americas


         

        Notice Address:


         

        UBS AG, by and through its branch office at 1285 Avenue of the
        Americas


        New York, New York 1285 Avenue of the Americas


        New York, New York 10019


        Attention: David Schell


        Email: david.schell@ubs.com


        with a copy to:


        UBS AG, by and through its branch office at 1285 Avenue of the
        Americas,


        New York, New York


        1285 Avenue of the Americas


        New York, New York 10019


        Attention: Henry Chung


        Email: henry.chung@ubs.com


        Cadwalader, Wickersham & Taft LLP


        200 Liberty Street


        New York, New York 10281


        Attention: Frank Polverino


        Facsimile No.: (212) 504-6666


        Email: frank.polverino@cwt.com


         

        NOTES A-5 and A-6


         

        Citigroup Global Markets Realty Corp.


         

        Notice Address: 

        Citigroup Global Markets Realty Corp.


        390 Greenwich Street, 7th
        Floor


        New York, New York 10013


        Attention: Ana Rosu Marmann


        Facsimile No.: (646) 328-2938


        with a copy to:






 



    Exhibit S-8


    	 



    




 


	 	
        Citigroup Global Markets Realty Corp.

        

        390 Greenwich Street, 5th
        Floor

        

        New York, New York 10013

        

        Attention: Paul Vanderslice

        

        Facsimile No.: (212) 723-8599

        

        Email: paul.t.vanderslice@citi.com

        

        Citigroup Global Markets Realty Corp.

        

        390 Greenwich Street, 7th
        Floor

        

        New York, New York 10013

        

        Attention: Richard Simpson

        

        Facsimile No.: (646) 328-2943

        

        Email: richard.simpson@citi.com

        

        Attention: Ryan M. O’Connor

        

        Facsimile No.: (646) 328-2943

        

        Email: ryan.m.oconnor@citi.com

        

        Sidley Austin LLP

        

        787 Seventh Avenue

        

        New York, New York 10019

        

        Attention: Joseph Kelly

        

        Facsimile No.: (212) 839-5599

        

        Email: jkelly@sidley.com



  




    Exhibit S-9


    	 



    

 


EXHIBIT
T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOAN


 


[Date]


 


[NON-SERVICED MORTGAGE LOAN PARTIES]





[ADDRESSES]


 


VIA FACSIMILE





 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2016-NXSR



 


Dear [__________]:


 


[[NON-SERVICED MASTER
SERVICER], is the master servicer (the “Non-Serviced Master Servicer”) for the [NON-SERVICED WHOLE LOAN] Whole
Loan, as such term is defined under the Pooling and Servicing Agreement, dated December 1, 2016 (the “CSMC 2016-NXSR Pooling
Agreement”) by and among Credit Suisse Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National
Association, as Master Servicer (in such capacity, the “[NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer”),
Torchlight Loan Services, LLC, as special servicer, Wells Fargo Bank, National Association, as Certificate Administrator (in such
capacity, the “Certificate Administrator”), Wilmington Trust, National Association, as Trustee (the “Trustee”),
and Park Bridge Lender Services LLC, as asset representations reviewer and as Operating Advisor. The Certificate Administrator
hereby directs the Non-Serviced Master Servicer, as follows:]


 


The Non-Serviced Master
Servicer shall remit to the [NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer all amounts payable to, and forward, deliver
or otherwise make available, as the case may be, to the [NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer all reports, statements,
documents, communications, and other information that are to be forwarded, delivered or otherwise made available to, the holder
of the [NON-SERVICED WHOLE LOAN] Mortgage Loan (as such term is defined in the CSMC 2016-NXSR Pooling Agreement) under the [NON-SERVICED
WHOLE LOAN] Intercreditor Agreement (as defined in the CSMC 2016-NXSR Pooling Agreement).


 


Thank you for your attention
to this matter.


 




    Exhibit T-1 


     


    

 


Date: _________________________


 





	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-NXSR



	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  




    Exhibit T-2 


     


    

 


EXHIBIT
U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Fax number: (212) 553-0300



 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


		From:	Wells Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement dated
as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage
Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________, 20___



 






    Exhibit U-1 


     


    

 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-NXSR



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage
Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule by the following names:____________________

       ____________________



 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Servicer under the
Pooling and Servicing Agreement, we hereby:


 


(a)   
Notify you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan,
of the type checked below:


 


____    a full defeasance of the
entire principal balance of the Mortgage Loan; or


 


____    a partial defeasance of
a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b)  Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on
the Mortgage Loan or the defeasance transaction:


 


(i)           
The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied
in all material respects in completing the defeasance.


 


(ii)           The defeasance was consummated on __________, 20__.


 


(iii)          The defeasance collateral consists of securities that (i) constitute “government securities” as defined in
Section 2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments
for ‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s
Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal
due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)          The Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.


 



    Exhibit U-2 


     


    




 


(v)           
The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance
Criteria, as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions
in its organizational documents substantially similar to those contained in the organization documents of the original Borrower
with respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets
other than the defeasance collateral and real property securing Mortgage Loans included in the pool.


 


(vi)           The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities
intermediary and has been pledged to the Trustee on behalf of the Trust.


 


(vii)          The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee
on behalf of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the
proceeds of the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates
specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the
allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents
(the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)         
The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved
by the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without
taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments
after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a
partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues
received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the
date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or


 






    Exhibit U-3 


     


    

 


fiscal
year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof
in a partial defeasance) for such year.


 


(ix)           
The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined
below). The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent
of pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most
recent Distribution Date Statement received by us (the “Current Report”).


 


(x)           
The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


 


(c)            
Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the
Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)             Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(e)              Agree
to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4 


     


    

 


IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    Exhibit U-5 


     


    

 






 


EXHIBIT
V


 


FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date: After the occurrence and during the continuance
of a Control Event, this report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of
the Pooling and Servicing Agreement.

Transaction:CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-NXSR

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: Torchlight Loan Services, LLC

Directing Certificateholder: Torchlight Investors, LLC


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The Special Servicer has notified the Operating Advisor that [●]
Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●] of those Specially Serviced Loans are still being
analyzed by the Special Servicer as part of the development of an Asset Status Report.



 


		b.	Asset Status Reports were issued with respect to [●]
of such Specially Serviced Loans. This report is based only on the Specially Serviced Loans in respect of which an Asset Status
Report has been issued. The Asset Status Reports may not yet be fully implemented.



 


		II.	Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Loans in accordance
with the Servicing Standard. Based on such limited review, the Operating Advisor [does, does not] believe there are material violations
of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement. In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 





 



 


1
This report is an indicative report and does not reflect the final
form of annual report to be used in any particular year. The Operating Advisor will have the ability to modify or alter the organization
and content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including,
without limitation, provisions relating to Privileged Information.


 






    Exhibit V-1


    	 



    




 


In connection with the
assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report,
attestation report by a third party regarding the Special Servicer’s compliance with its obligations and net present value
calculations and Appraisal Reduction Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following [●]
Specially Serviced Loans: [List applicable Mortgage Loans]



 


		2.	Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The
Operating Advisor’s analysis of the Asset Status Reports (including related net present value calculations and Appraisal
Reduction Amount calculations) related to the Specially Serviced Loans should be considered a limited investigation and not be
considered a full or limited audit. For instance, we did not review each page of the Special Servicer’s policy and procedure
manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit
any property, visit the Special Servicer, visit the Directing Certificateholder or interact with any borrower. In addition, our
review of the net present value calculations and Appraisal Reduction Amount calculations is limited to the mathematical accuracy
of the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such,
does not take into account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


		1.	The Operating Advisor reviewed the following items in connection with the generation of this report:
[LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Operating Advisor consulted with the Special Servicer regarding its
strategy plan for a limited number of issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated
in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such observations
and recommendations appropriate. The Special Servicer [agreed with/did not agree with] the material recommendations made by the
Operating Advisor. Such recommendations generally included the following: [LIST].



 


		3.	Appraisal Reduction Amount calculations and net present value calculations:



 


		4.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify
the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable
formulas required to be utilized in connection with any Appraisal Reduction Amount or net present value calculations used in the
special servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially
Serviced Loan prior to the utilization by the Special Servicer.



 






    Exhibit V-2


    	 



    

 


		a.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the
application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.



 


		b.	After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such
inaccuracy [has been/ has not been] resolved.



 


		5.	The following is a general discussion of certain concerns raised by the Operating Advisor discussed
in this report: [LIST CONCERNS].



 


		6.	In addition to the other information presented herein, the Operating Advisor notes the following
additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	The Operating Advisor did not participate in, or have access to, the Special Servicer’s and
Directing Certificateholder’s discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority
to speak with the Directing Certificateholder directly. As such, the Operating Advisor generally relied upon the information delivered
to it by the Special Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information
to generate this report.



 


		2.	The Special Servicer has the legal authority and responsibility to service the Specially Serviced
Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards
set forth therein.



 


		3.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to
outline the details or substance of the discussions held between it and the Special Servicer regarding any Specially Serviced Loans
and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this
report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer.



 


		4.	There are many tasks that the Special Servicer undertakes on an on-going basis related to Specially
Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve
changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating Advisor
has not assessed the Special Servicer’s operational compliance with respect to those types of actions.



 


		5.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have
questions regarding this report, they should address such questions to the Certificate Administrator through the Certificate Administrator’s
website.



 






    Exhibit V-3


    	 



    

 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement dated December 1, 2016.


 









    Exhibit V-4


    	 



    

 


EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wilmington Trust, National Association

   as Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee CSMC 2016-NXSR






 


Wells Fargo Bank, National Association

   as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust
Services 


CSMC 2016-NXSR Commercial Mortgage
Trust


 


Torchlight Loan Services, LLC

475 Fifth Avenue

New York, New York 10017

Attention: Jacob M. K. Baron

CSMC 2016-NXSR

Email: jbaron@torchlightinvestors.com


 


with a copy
to:



Torchlight Loan Services, LLC

475 Fifth Avenue 

New York, New York 10017

Attention: Abbey Kosakowski

CSMC 2016-NXSR

Email: AKosakowski@torchlightinvestors.com


 


		Re:	CSMC 2016-NXSR Commercial Mortgage
                                         Trust, Commercial Mortgage Pass Through Certificates, Series 2016-NXSR, Recommendation of Replacement of Special Servicer



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and
Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust,


 






    Exhibit W-1


    	 



    

 


National Association, as Trustee, and Park Bridge Lender Services LLC, as Asset
Representations Reviewer and as Operating Advisor, on behalf of the holders of CSMC 2016-NXSR Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2016-NXSR (the “Certificates”) regarding the replacement of the Special
Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in
the Pooling and Servicing Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.23 of the Pooling
and Servicing Agreement, it is our assessment that Torchlight Loan Services, LLC, in its current capacity as Special Servicer,
is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The
following factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that Torchlight Loan Services, LLC be removed as Special Servicer and that [________] be appointed
its successor in such capacity.





	 	 	 	 
	 	Very truly yours,
	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:





 


Dated:





 






    Exhibit W-2


    	 



    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement


 


Wells Fargo Bank, National Association

401 S. Tryon Street, 8th Floor

Charlotte, NC 28202

Attention: CSMC 2016-NXSR Asset Manager

Email: commercial.servicing@wellsfargo.com




Torchlight Loan Services, LLC

475 Fifth Avenue

New York, New York 10017

Attention: Jacob M. K. Baron



Torchlight Loan Services, LLC

475 Fifth Avenue

New York, New York 10017

Attention: Abbey Kosakowski


 


		Re:	Access to Certain Information Regarding CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2016-NXSR



 


Ladies and Gentlemen:


 


Reference is hereby made to that
certain Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing
Agreement”), among the Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as
Asset Representations Reviewer and as Operating Advisor. Defined terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement.


 


Wells Fargo Bank, National Association
(“Wells Fargo”)/Torchlight Loan Services, LLC (“Torchlight”) understands that [____] (the
“Company”) is requesting certain confidential or non-public information relating to the Mortgage Loans to which
the Company has continuing rights as a Certificateholder. The Company is requesting such information for the purpose of analyzing
asset performance and evaluating any continuing rights the Company may have under the Trust (the “Permitted Purpose”).
The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined
below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


Wells Fargo/Torchlight will provide the
Company with certain confidential, non-public servicing information (the “Confidential Information”) pertaining
to the Mortgage Loans and the related


 






    Exhibit X-1


    	 



    

 


[_____] [__], 20[__]

Page 2


 


Mortgaged Properties and borrowers. The Company acknowledges that the Confidential Information
(a) includes or may be based upon information provided to Wells Fargo/Torchlight by third parties, (b) may not have been
verified by Wells Fargo/Torchlight, and (c) may be incomplete or contain inaccuracies. The Company agrees that Wells Fargo/Torchlight,
the [“Master Servicer”/”Special Servicer”] (as defined in the Pooling and Servicing Agreement)
and their respective Representatives (as defined below) shall not have any liability to the Company or its Representatives resulting
from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of the Confidential Information,
or (z) Wells Fargo/Torchlight’s failure or inability to provide the Confidential Information to the Company for any
reason. Notwithstanding the foregoing, the following will not constitute “Confidential Information” for purposes
of this letter agreement: (a) information that was already in Company’s possession prior to its receipt from Wells Fargo/Torchlight;
(b) information that is obtained by Company from a third person who, insofar as is known to Company, is not prohibited from
transmitting the information to Company by a contractual, legal or fiduciary obligation to Wells Fargo/Torchlight; (c) information
that is or becomes publicly available through no fault of Company; and (d) information that is independently developed by
Company. The term “Representatives” with respect to any entity shall mean the officers, directors, general partners,
employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that entity.


 


The Company may have access to the Confidential
Information through (at Wells Fargo/Torchlight’s election): (i) responses to reasonable written inquiries received from
the Company, (ii) conference calls conducted on a reasonably scheduled basis with Wells Fargo/Torchlight’s surveillance
group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____] system or
any successor or replacement system (“System”). Wells Fargo/Torchlight may cease or defer providing the Company
with Confidential Information in the event that (a) the Company or its Representatives violate any provision hereof, or (b) Wells
Fargo/Torchlight determines (in its sole discretion) that such termination is necessary for any reason, including its determination
that such action is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents,
or any applicable law. Wells Fargo/Torchlight shall cease to provide the Company with Confidential Information if Wells Fargo/Torchlight
has actual knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and
Wells Fargo/Torchlight determines that the provision, notice or access to such Confidential Information would violate the accepted
servicing practices or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and
the restrictions applicable to the protection of the Confidential Information hereunder shall survive the termination of the Company’s
access to the Confidential Information. Wells Fargo/Torchlight’s remedies hereunder, at law or at equity, are cumulative
and may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential
Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of


 






    Exhibit X-2


    	 



    

 


[_____] [__], 20[__]

Page 3


 


this
letter agreement, may constitute a violation of federal and state securities laws. The Company will take reasonable measures to
ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential.
The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the
Company may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or is
contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership interest
or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such persons
shall have executed and delivered to the Company an agreement that is substantially similar in form and substance to this Agreement.


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, Wells Fargo/Torchlight intends at all times to comply with the terms and provisions of
the Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of Wells Fargo/Torchlight’s
rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable
Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall
constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 









    Exhibit X-3


    	 



    

 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein. 





	 	 	 
	 	Very truly yours,
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	TORCHLIGHT
LOAN SERVICES, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





	 	 	 
	CONFIRMED AND AGREED TO: 
 
 [COMPANY NAME]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 






    Exhibit X-4


    	 



    







 


EXHIBIT
Y


 


FORM CERTIFICATION TO BE PROVIDED WITH
FORM 10-K


 


CERTIFICATION


 


I, [identifying the certifying
individual], certify that:


 


		5.	I have reviewed this report on Form 10-K, and all reports
on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of the CSMC 2016-NXSR Commercial
Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-NXSR (the “Exchange Act periodic reports”);



 


		6.	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;



 


		7.	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;



 


		8.	Based on my knowledge and the servicer compliance statements
required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers
have fulfilled their obligations under the servicing agreements in all material respects; and



 


		9.	All of the reports on assessment of compliance with servicing
criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria
for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any
material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.



 


In giving
the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: (A)
Wells Fargo Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Asset Representations Reviewer and Operating Advisor; (B) Wells Fargo Bank, National
Association, as Non-Serviced Master Servicer, Rialto Capital Advisors, LLC, as Non-Serviced Special Servicer, Wells Fargo
Bank, National Association, as Non-Serviced Certificate Administrator, Wilmington Trust, National Association, as
Non-Serviced Trustee of the QLIC Mortgage Loan and of the Gurnee Mills Mortgage Loan and Park Bridge Lender Services LLC, as
Non-Serviced Asset Representations Reviewer and 


 






    Exhibit Y-1


    	 



    

 


Non-Serviced
Operating Advisor; (C) Wells Fargo Bank, National Association, as Non-Serviced Master Servicer, CWCapital Asset Management
LLC, as Non-Serviced Special Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator,
Wilmington Trust, National Association, as Non-Serviced Trustee, and Trimont Real Estate Advisors, LLC, as Non-Serviced
Operating Advisor of the QLIC Mortgage Loan; (D) Midland Loan Services, a Division of PNC Bank, National Association, as
Non-Serviced Master Servicer, Rialto Capital Advisors, LLC, as Non-Serviced Special Servicer, Wells Fargo Bank, National
Association, as Non-Serviced Certificate Administrator, Wells Fargo Bank, National Association, as Non-Serviced Trustee of
the Wolfchase Galleria Mortgage Loan and Park Bridge Lender Services LLC, as Non-Serviced Asset Representations Reviewer and
Non-Serviced Operating Advisor; (E) Midland Loan Services, a Division of PNC Bank, National Association, as Non-Serviced
Master Servicer, Rialto Capital Advisors, LLC, as Non-Serviced Special Servicer, Wells Fargo Bank, National Association, as
Non-Serviced Certificate Administrator, Wells Fargo Bank, National Association, as Non-Serviced Trustee of the Federal Way
Crossings Mortgage Loan and Park Bridge Lender Services LLC, as Non-Serviced Asset Representations Reviewer and Non-Serviced
Operating Advisor; and (F) Midland Loan Services, a Division of PNC Bank, National Association, as Non-Serviced
Master Servicer, Rialto Capital Advisors, LLC, as Non-Serviced Special Servicer, Wells Fargo Bank, National Association, as
Non-Serviced Certificate Administrator, Wells Fargo Bank, National Association, as Non-Serviced Trustee of the 681 Fifth
Avenue Mortgage Loan and Park Bridge Lender Services LLC, as Non-Serviced Asset Representations Reviewer and Non-Serviced
Operating Advisor.


 


Date: _________________________


 


	 [NAME OF OFFICER]
 (Senior officer in charge of securitization of the depositor)	 







 









    Exhibit
                                         Y-2


    	 



    

 


EXHIBIT
Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-NXSR, issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Torchlight Loan Services, 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 Asset
Representations Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley
Act of 2002:


 


1.           I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
of the Trust (collectively, with the Form 10-K, the “Reports”);


 


2.           Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


 


3.           Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under the
Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports
and all of the distribution, servicing and other information provided to the Certificate Administrator


 






    Exhibit Z-1-1


    	 



    

 


by the trustee, the custodian,
the master servicer, the special servicer and the operating advisor under the Pooling and Servicing Agreement for inclusion in
the Reports for the period covered by the Form 10-K is included in the Reports;


 


4.           I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate
Administrator compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects; and


 


5.           All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an
exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form 10-K
and such assessment of compliance is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate Administrator
under the Pooling and Servicing Agreement. 








 


Dated: ____________________________ 


 


	 	 
	 	Name:
	 	Title:





 






    Exhibit Z-1-2


    	 



    







 







 


EXHIBIT
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-NXSR, issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley
Act of 2002:


 


1.             I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Master
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period
ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Master Servicer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively, with the Form 10-K, the “Reports”)
(such information provided by the Master Servicer, collectively, the “Master Servicer Periodic Information”);


 


2.             Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material


 



    Exhibit Z-2-1 


     

    

 


fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 


3.             Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information required
to be provided by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered
by the Form 10-K is included in the Master Servicer Periodic Information;


 


4.              I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.              The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.             All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer
or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly
stated in all material respects.


 


This Certification is being signed by me as
an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer under the Pooling and
Servicing Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



  




    Exhibit Z-2-2 


     

    

 


EXHIBIT
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-NXSR, issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley
Act of 2002:


 


1.              I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Special
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period
ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer
in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”)
(such information provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.              Based
on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 



    Exhibit Z-3-1 


     

    

  


3.             Based
on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 


4.             I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.             The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.             All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing
criteria is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer under the Pooling
and Servicing Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-3-2 


     

    

 


EXHIBIT
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-NXSR, issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley
Act of 2002:


 


1.             I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively,
the “Trustee Periodic Information”);


 


2.             Based
on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 



    Exhibit Z-4-1 


     

    

 


3.             Based
on my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.             I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance statement
to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects; and


 


5.             All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-4-2 


     

    

 


EXHIBIT
Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-NXSR, issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley
Act of 2002:


 


1.             I
(or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Pooling
and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by
the Operating Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.             Based
on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 



    Exhibit Z-5-1 


     

    

 


3.             Based
on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 


4.             The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.             All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating Advisor
or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor under the Pooling
and Servicing Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-5-2 


     

    

 


EXHIBIT
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-NXSR, issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley
Act of 2002:


 


1.             I
(or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Custodian, collectively,
the “Custodian Periodic Information”);


 


2.             Based
on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 



    Exhibit Z-6-1 


     

    

 


3.             Based
on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 


4.             I
(or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.             All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or any
Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing
Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


  




    Exhibit Z-6-2 


     

    

 


EXHIBIT
Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-NXSR, issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing
Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with
the knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the
Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the
Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization, to be signed
by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley
Act of 2002:


 


1.              I
(or officers under my supervision) have reviewed the information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Asset Representations Reviewer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”); and


 


2.             Based
on my knowledge, the Asset Representations Reviewer Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under


 



    Exhibit Z-7-1 


     

    

 


which such statements were made, not misleading with respect to the period covered by the Form 10-K; and


 


3.             Based
on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Asset Representations Reviewer
Periodic Information.


 


This Certification is being signed by me
as an officer of the Asset Representations Reviewer responsible for reviewing the activities performed by the Asset Representations
Reviewer under the Pooling and Servicing Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-7-2 


     

    

 


 






 





EXHIBIT
AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit AA, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer
engaged by a Servicer or Special Servicer.


 


	APPLICABLE
    Servicing Criteria 	applicable
    PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
        Administrator


        Master
        Servicer

        Special Servicer


	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
        Administrator


        Master
        Servicer

        Special Servicer


	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
        Servicer


        Special
        Servicer

        Custodian (as applicable)


	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
        Administrator


        Master
        Servicer

        Special Servicer


	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator


 

	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)1



 





 



 

1
Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the
applicable calendar year.


 






    Exhibit AA-1 


     


    

 





	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
        Administrator


        Master
        Servicer

        Special Servicer


	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
        Administrator


        Master
        Servicer

        Special Servicer


	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
        Administrator


        Master
        Servicer

        Special Servicer


	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling
    items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number
    of days specified in the transaction agreements.	Certificate
        Administrator


        Master
        Servicer

        Special Servicer


	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer



 



    Exhibit AA-2 


     


    




 


	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
        Servicer

        Operating Advisor




	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A




 





At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the Master Servicer and the Special Servicer are the same entity, the Master Servicer
and the Special Servicer may provide a combined assessment of compliance in respect of their combined responsibilities under Section
1122 of Regulation AB.


 








    Exhibit AA-3 


     


    

 





EXHIBIT
BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing
Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has knowledge (and in the case of net operating income information, financial statements, annual operating
statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor
or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a party or property
identified as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor”
after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for
inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the Master
Servicer or the Special Servicer, as the case may be. For this CSMC 2016-NXSR Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115
of Regulation AB.


 


	Item on Form 10-D	Party Responsible
	
        Item 1: Distribution and Pool Performance Information:

         


        ●     Item
        1121(a)(13) of Regulation AB

        

        ●     Item
        1121(a)(14) of Regulation AB

         

        

	
        ●     Certificate
        Administrator

         

        


        ●     Depositor

        

	
        Item 1A: Asset-Level Information

         


        ●     Item
        1111 of Regulation AB

        

        ●     Item
        1125 of Regulation AB

         


	
        ●     Each
        Mortgage Loan Seller (as to its Mortgage Loans for any period prior to the reporting period applicable to the first Form 10-D filed
        with respect to the Trust)

         



        ●     Master
        Servicer

         



	
        Item 1B: Asset Representations Reviewer and Investor Communication:


         

         
	
        ●     Certificate
        Administrator

         

        ●     Depositor



 



    Exhibit BB-1 


     


    




 


	
        ●     Item
        1121(d) of Regulation AB


        ●     Item
1121(e) of Regulation AB

         
	●     Asset Representations Reviewer
	
        Item 2: Legal Proceedings:

        

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

	
        ●     Master
        Servicer (as to itself)

         




        ●     Special
        Servicer (as to itself)

         




        ●     Certificate
        Administrator (as to itself)

         




        ●     Trustee
        (as to itself)

         




        ●     Depositor
        (as to itself)

         




        ●     Operating
        Advisor (as to itself)

         




        ●     Asset
        Representations Reviewer (as to itself)

         




        ●     Any
        other Reporting Servicer (as to itself)

         




        ●     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the
        proceedings)

         




        ●     Each
        Mortgage Loan Seller as to itself in its capacity as a sponsor (as defined in Regulation AB)

         




        ●     Originators
        under Item 1110 of Regulation AB

         




        ●     Party
        under Item 1100(d)(1) of Regulation AB


	Item 3: Sale of Securities and Use of Proceeds


	
        ●     Depositor

         

	Item 4: Defaults Upon Senior Securities


	
        ●     Certificate
Administrator

         

	Item 5: Submission of Matters to a Vote of Security Holders


	
        ●     Certificate
Administrator

         

	
        Item 6: Significant Obligors of Pool Assets:

         

        ●     Item
        1112(b) of Regulation AB

	
        ●     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)







 






    Exhibit BB-2 


     


    

 


	
        provided, however, that all of
        the following conditions shall apply:

        

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

          

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
        and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income
        for the most recent fiscal year and interim period is required and, if such information for a prior period was required but not
        previously reported, such information for such prior period; and

        

         

        (c) the information shall be reportable in the Form 10-D
        that relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

        

         
	
        

         

        ●     Special
        Servicer (as to REO Properties)


	
        Item 7: Change in Sponsor Interest in the Securities:



Item 1124 of Regulation AB.

         
	Each Mortgage Loan Seller (as sponsor (as defined in Regulation AB)
	
        Item 8: Significant Enhancement Provider Information:

         

        ●     Item
        1114(b)(2) and Item 1115(b) of Regulation AB


         
	
        ●     Depositor




	Item 9: Other Information, but only to the	●     Certificate Administrator, Trustee, Master


 



    Exhibit BB-3 


     


    




 


	extent of any information that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        Servicer and/or Special Servicer, in each
        case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit
        DD.

         

        ●     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
        as of the related Distribution Date and the preceding Distribution Date)

        

        ●     Master
        Servicer (with respect to the balances of each REO Account (to the extent the related information has been received from the Special
        Servicer within the time period specified in Section 11.04 of the Pooling and Servicing Agreement) and the Collection Account as
        of the related Distribution Date and the preceding Distribution Date)

        

        ●     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

        

        ●     Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent material to Certificateholders) 
	 
	
        Item 9: Exhibits (no. 3):

        

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K) 
	
        ●     Depositor

         

         

         
	 
	
        Item 9: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
        Administrator

        

        ●     Depositor

        

         

        provided, in each case, that this shall in no
        event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

        provided further, in each case, that
in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor
shall be the responsible party.
	 
	Item 9: Exhibits (no. 10):	●     Certificate Administrator, Trustee, Master	 


 



    Exhibit BB-4 


     


    




 


	
         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 9: Exhibits (no. 22):

        

         

        Published Report Regarding Matters Submitted to
a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible”
with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects
to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published
report.
	
        ●     The
        applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.

         

         

         

	
        Item 9: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement.
	
        ●     Depositor

         

         

         

	
        Item 9: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	
        ●     Certificate
        Administrator

         

         

         

	
        Item 9: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K)
	
        ●     Not
Applicable. 

         

	Item 9: Exhibits (no. 100)	●     Not Applicable.


 



    Exhibit BB-5 


     


    




 


	XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).	
        

         

	Item 9: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 9.


 






    Exhibit BB-6 


     


    

 


 











 


EXHIBIT
CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a
party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any
information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer
is not the applicable Master Servicer or Special Servicer, as the case may be. For this CSMC 2016-NXSR Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of
Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-K	Party Responsible
	
        Item 1B: Unresolved Staff Comments

         
	●     Depositor
	
        Item 9B: Other Information, but only to the extent
of any information that meets all the following conditions:

         

        (a) such information constitutes “Additional
Form 8-K Disclosure” pursuant to Exhibit DD,


         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         


        (c) such information was not previously reported
as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”
	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD. 


 






    Exhibit CC-1 


     


    

 


	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool
Assets) – Part 1 of 3 Parts:

         

        ●     Item
1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
(ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
as “Additional Form 10-D Information”.

         
	
        ●     The
        applicable Mortgage Loan Seller.

	
        Instruction J(2)(b) (Significant Obligors of Pool
Assets) – Part 2 of 3 Parts:

         

        ●     Item
1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	●     The Depositor


 






    Exhibit CC-2 


     


    

 


	
        Instruction J(2)(b) (Significant Obligors of Pool
Assets) – Part 3 of 3 Parts:

         

        ●     Item
1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported
only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
        and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating
        income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
        but not previously reported, such information for such prior period; and

          

        (c) the information shall be reportable only to
the extent that is has not previously been reported as “Additional Form 10-D Information”.

         
	
        ●     Master
Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to REO Properties)

         

	
        Instruction J(2)(c) (Significant Enhancement Provider
Information):

         

        ●     Items
1114(b)(2) and 1115(b) of Regulation AB

         
	
            

     
●     Depositor



 






    Exhibit CC-3 


     


    

 


	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ●     Master
Servicer (as to itself)

         

        ●     Special
Servicer (as to itself)

         

        ●     Certificate
Administrator (as to itself)

         

        ●     Trustee
(as to itself)

         

        ●     Depositor
(as to itself)

         

        ●     Trustee/Certificate
Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     Each
Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
under Item 1110 of Regulation AB

         

        ●     Party
under Item 1100(d)(1) of Regulation AB 

	
        Instruction J(2)(e) (Affiliations and Certain
Relationships and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there
is (that is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one
hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4)
any other party listed under this item as a “Party Responsible”; provided, however, that an affiliation
need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
of Regulation AB,
	
        ●     Master
Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special
Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        ●     Special
Servicer

        ●     Certificate
Administrator

        ●     Trustee

        ●     Asset
Representations Reviewer

        ●     Each
party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one
or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets
of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that
such party

         



 






    Exhibit CC-4 


     


    

 


	
         

        but only the existence and (if existent) the general
character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the
ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
third party (apart from the Series 2016-NXSR transaction) between itself (that is, the particular “Party Responsible”)
or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage
Loan Seller, and (3) the Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding
(A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material
to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K
if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
of Regulation AB,

         

        but only the existence and (if existent) a description
        (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2016-NXSR transaction
        or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
        one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust;
        provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior
        years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not
        be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if

         
	
                no
longer constitutes an originator of 10% or more of the assets of the Trust).

        ●     Each
party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
is due.

        ●     Each
party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
(or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that
such party no longer constitutes a material party for purposes of Regulation AB.

        ●     Each
party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor
to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
the Form 10-K is due.



 






    Exhibit CC-5 


     


    

 


	it was previously reported as “Additional Form 10-K Disclosure”.

                                                                                 
	 
	
        Instruction J(2)(e) (Affiliations and Certain
Relationships and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there
is any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more
of the parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if
it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
of Regulation AB,

         

        but only the existence and (if existent) the general
character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the
ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
third party (apart from the Series 2016-NXSR transaction) between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an
investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it
was disclosed in the Prospectus or if it was
	
        ●     The
Depositor 

        ●     Each
        Mortgage Loan Seller

         



 






    Exhibit CC-6 


     


    

 


	
        previously reported as “Additional Form
10-K Disclosure”.

         

        and

         

        ●     1119(c)
of Regulation AB,

         

        but only the existence and (if existent) a description
(including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2016-NXSR
transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates,
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed within
the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and
(C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
reported as “Additional Form 10-K Disclosure”.

         
	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor
	
        Item 15: Exhibits (no. 3): 

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor


 






    Exhibit CC-7 


     


    

 


	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Trustee

        ●     Certificate
Administrator

        ●     Depositor

         

        provided, in each case, that this shall
in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement provided
further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate
Administrator, then the Depositor shall be the responsible party.
	 
	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings (Exhibit
        No. 11 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit No.
        12 of Item 601 of Regulation S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and Form 10-QSB,
        or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K) 
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 16): 

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K)
	●     Not Applicable	 


 






    Exhibit CC-8 


     


    

 


	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit
No. 18 of Item 601 of Regulation S-K)
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of
Item 601 of Regulation S-K)
	●     Depositor.	 
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to
a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	●     Not applicable.	 
	
        Item 15: Exhibits (no. 23) – Part 1 of 2
Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a
registered public accounting firm in connection with an attestation delivered pursuant to Section 11.11 of this Pooling and Servicing
Agreement.
	●     Depositor	 
	
        Item 15: Exhibits (no. 23) – Part 2 of 2
Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of
        Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes
        of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.11 of
        this Pooling and Servicing Agreement.

         
	
        ●     Master
Servicer

        ●     Special
Servicer

        ●     Depositor

        ●     Any
other Servicing Function Participant

         

        provided, however, in each case,
that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent
that such party is required to deliver or cause the delivery of the related attestation report.
	 
	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate Administrator 	 


 






    Exhibit CC-9 


     


    

 


	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit
No. 31(i) of Item 601 of Regulation S-K).
	●     Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit
No. 31(ii) of Item 601 of Regulation S-K).
	●     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of
Item 601 of Regulation S-K).
	●     Not Applicable.
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing
criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	●     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance
with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).
	●     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35
of Item 601 of Regulation S-K).
	●     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed
Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	Depositor
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K)
	●     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	●     Not Applicable.


 






    Exhibit CC-10 


     


    

 


	Item 15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).
	Item 15: Exhibit (no. 101)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not Applicable
	Item 15: Exhibit (no. 102)



Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
        ●     Certificate
Administrator 

        ●     Depositor

	Item 15: Exhibit (no. 103)



Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	
        ●     Certificate
Administrator

        ●     Depositor



 


 




    Exhibit CC-11 


     


    


 


EXHIBIT
DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item
on Form 8-K” column to the extent such party has knowledge of such information (other than information as to itself). Each
of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be
entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of
the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to assume that there is no “significant obligor” other than a party or property identified as such in the Prospectus
and to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no
event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form 8-K that
relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer or Special
Servicer, as the case may be. For this CSMC 2016-NXSR Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is
no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation
AB.


 


	Item on Form 8-K	Party Responsible 
	
        Item 1.01: Entry into a Material Definitive Agreement

         

         

         
	
        ●     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

        

         

        ●     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment
or definitive agreement that satisfies all the following 



 






    Exhibit DD-1 


     


    

 


	 	        conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor, to the extent of any material agreement not covered in the prior item
	Item 1.03: Bankruptcy or Receivership	●     Depositor
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ●     Depositor

        ●     Certificate
Administrator

	Item 3.03: Material Modification to Rights 	●     Certificate Administrator


 






    Exhibit DD-2 


     


    

 


	of Security Holders	 	 
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor	 
	Item 6.01: ABS Informational and Computational Material	●     Depositor	 
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●     Trustee

        ●     Depositor 
	 
	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ●     Certificate
Administrator

        ●     Master
Servicer or Special Servicer, as the case may be (in each case, as to itself)
	 
	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●     Master
Servicer

        ●     Special
Servicer

        ●     Certificate
Administrator

        ●     Depositor
	 
	Item 6.03: Change in Credit Enhancement or External Support	
        ●     Depositor

        ●     Certificate
Administrator
	 
	Item 6.04: Failure to Make a Required Distribution	●     Certificate Administrator	 
	Item 6.05: Securities Act Updating Disclosure	●     Depositor	 
	Item 7.01: Regulation FD Disclosure	●     Depositor	 
	Item 8.01: Other Events	●     Depositor	 
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item
601 of Regulation S-K)
	●     Not applicable	 
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor	 
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor	 
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights
of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ●     Certificate
Administrator

         

        provided, in each case, that this shall
in no event be construed to make such party 
	 


 






    Exhibit DD-3 


     


    

 


	 	responsible for the initial filing of this Pooling and Servicing Agreement
	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant
regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit
No. 17 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders
(Exhibit No. 20 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate Administrator 
	
        Item 15: Exhibits (no. 99)

         
	●     Not Applicable.


 






    Exhibit DD-4 


     


    

 





	Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	●     Not Applicable.


 




    Exhibit DD-5 


     


    


 


 








 


EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION







**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY
BELOW**


  


Wells Fargo Bank, National Association,


as Certificate Administrator 


Sixth Street and Marquette
Avenue 


Minneapolis, Minnesota 55479-0113 


Attention: CSMC 2016-NXSR Commercial Mortgage
Trust


 


RE: **Additional Form [10-D][10-K][8-K]
Disclosure** Required 


 


Ladies and Gentlemen:


 


In accordance with Section [11.04] [11.05]
[11.07] of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), Wells Fargo
Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Asset Representations Reviewer and as Operating Advisor, the undersigned, as [                 ], hereby notifies you that certain events
have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [             ], phone number: [             ]; email address: [             ].


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 








cc: Depositor


 






    Exhibit EE-1


     


    

 


EXHIBIT
FF


 


INITIAL
SUB-SERVICERS


 


		1.	Bernard Financial Corporation



  



    Exhibit FF-1


     


    

 


EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS


 


[None]


 


[NATIXIS
CONFIRM]


 






    Exhibit GG-1


     


    

 


EXHIBIT
HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-NXSR (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [Torchlight Loan Services, LLC, as Special
Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington Trust, National Association, as Trustee]
(the “Certifying Servicer”), certify to Credit Suisse Commercial Mortgage Securities Corp. and its officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
during [the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge,
the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH
SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date:	 	



 


[Wells Fargo Bank, National Association, as Master
Servicer]

[Torchlight Loan Services, LLC, as special servicer]

[Wells Fargo Bank, National Association, as certificate administrator]

[Wilmington Trust, National Association, as trustee]


 


	By:	 	
	 	Name:	
	 	Title:	 









 






    Exhibit HH-1


     


    




 


EXHIBIT
II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


		10.	[Name of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing
compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month
period ending December 31, 20[__] (the “Reporting Period”), as set forth in Exhibit AA to the Pooling and Servicing
Agreement. The transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer
acted as [a master servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other
than __________________1] (the “Platform”);



 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific,
limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing
criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 






    Exhibit II-1


     


    




 


1 Describe any permissible exclusions,
including those permitted under telephone interpretation 17.04 (i.e. transactions registered prior to compliance with Regulation
AB, transactions involving an offer and sale of asset-backed securities that were not required to be issued), if applicable.


 


[Date of Certification]


 





	 	[Name
of Reporting Servicer]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 



    Exhibit II-2


     


    







 


EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to: 


Commercial Real Estate Finance Council, Inc. 


900 7th Street, NW, Suite 820 


Washington, DC 20001 


Attn: President


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®) 


Bank Name: Chase 


Bank Address: 80 Broadway, New York, NY 10005 


Routing Number: 021000021 


Account Number: 213597397


 






    Exhibit JJ-1


     


    







 


EXHIBIT
KK 


 


Form
of Notice of ADDITIONAL  


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL: 


To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com 


 


Ref: CSMC 2016-NXSR, Additional Debt Notice for Form 10-D


 


The following information is being furnished to you for inclusion
on Form 10-D pursuant to Sections 3.18(g) and 11.04(a) of the Pooling and Servicing Agreement 


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in

    Debt Stack	Additional

Debt	OPB	OPB
    Date	Appraised

    Value	Appraised

    Value Date	Aggregate

    LTV	Aggregate

NCF DSCR	Aggregate

NCF DSCR

Date	Primary

Servicer	Master

Servicer	Lead

Servicer	Prospectus

ID
	1	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 






    Exhibit KK-1


     


    

 


EXHIBIT
LL


 


[RESERVED]


 






    Exhibit LL-1


     


    







 


EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)





 


 


INSTRUCTIONS: 


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: cts.sec.notifications@wellsfargo.com






 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


  


Wells Fargo Bank, National Association

      as Certificate Administrator 


Sixth Street and Marquette
Avenue 


Minneapolis, Minnesota 55479-0113

Attention: CSMC 2016-NXSR Commercial Mortgage Trust


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


  


Ladies and Gentlemen:


 


In accordance with Section 11.04 of the
Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), Wells Fargo Bank,
National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Asset
Representations Reviewer and as Operating Advisor, the undersigned, as [             ], hereby notifies you that certain events have come to
our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection Account and REO Account balance
information:


 


	Account Name	
        Beginning Balance as of  

        MM/DD/YYYY 
	
        Ending Balance as of  

        MM/DD/YYYY 

	Collection Account	 	 
	REO Account	 	 





 






    Exhibit MM-1


     


    

 





List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                    ], phone number: [            ]; email address: [                     ].


 





	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 








cc: Depositor


 






    Exhibit MM-2


     


    

 


EXHIBIT NN


 


Form
of Transferee NOTICE PURSUANT TO 3.23(a)


 


[Date]


  


Wells Fargo Bank, National Association 


Commercial Mortgage Servicing 


Three Wells Fargo 


401 S. Tryon Street, 8th Floor 


MAC D1050-084


Charlotte, NC 28202 


Attention: CSMC 2016-NXSR Asset Manager

Email: commercial.servicing@wellsfargo.com


  


Wells Fargo Bank, National Association

     as Certificate Administrator


Sixth Street and Marquette Avenue





Minneapolis, Minnesota 55479-0113

Attention: CSMC 2016-NXSR Commercial Mortgage Trust


 


Torchlight Loan Services, LLC 


475 Fifth Avenue 


New York, New York 10017 


Attention: Abbey Kosakowski 


CSMC 2016-NXSR


  


Park Bridge Lender Services LLC 


600 Third Avenue, 40th Floor 


New York, New York 10016 


Attention: CSMC 2016-NXSR-Surveillance Manager 


Email: cmbs.notices@parkbridgefinancial.com


 


CSMC 2016-NXSR
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-NXSR (the “Certificates”) issued
pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of December 1, 2016,
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and
as Operating Advisor


 






    Exhibit NN-1


     


    




 


This letter is delivered to you, pursuant
to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



  





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Contact Info: [Tel/Email]	 






 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder
of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and post a “special
notice” on your website to the following effect:



 


“A Consultation Termination
Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of
the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 





	 	Very truly yours, 
	 	 
	 	 	(Transferee)
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit NN-2


     


    

 


EXHIBIT
OO


 


FORM OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


  


	 	Re:	[                    ] Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series [                         ]


 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified by the Special Servicer, and is hereby issuing the following Asset Review Report.


  


	 	1.	We have performed an Asset Review on each Delinquent Loan identified by the Special Servicer and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as specifically detailed on the scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.


 


	 	2.	A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.


  


	 	
        3.

         
	
        The Asset Representations Reviewer,
other than forwarding this report to the persons listed above, will not be required to take or participate in any other or further
action with respect to the aforementioned Asset Review Report.

	 	 	 
	 	4.	Capitalized words and phrases used herein
        shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.


 





	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
        as Asset Representations Reviewer
	 	 	 
	 	By: 	Park Bridge Advisors
        LLC, a New York limited liability company, its sole member
	 	 	 
	 	 	By:	Park Bridge Financial LLC,
        a New York limited liability company, its sole member



 






    Exhibit OO-1


     


    

  


	 	 	By:	 	 	 
	 	 	Name:	 
	 	 	Title:	 





  


1 This report is an indicative report, and the Asset
Representations Reviewer will have the ability to modify or alter the organization and content of this report, subject to compliance
with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged Information.  





 


Exhibit A


 


Detailed Scorecard

[Template Example Below]


 


	
        Test failures

         

	Loan #	Loan Name	Mortgage Loan Seller	R&W 

#	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws	[Insert Test Description]	[Insert Test findings]
	31	Single-Purpose Entity	 	 


  



    Exhibit OO-2


     


    







 


EXHIBIT
PP


 


FORM OF ASSET REVIEW REPORT SUMMARY 

BY THE ASSET REPRESENTATIONS REVIEWER1





 


To: [Addresses of Recipients] 


 


	 	Re:	[                          ] Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series [                           ]


 


Ladies and Gentlemen: 


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified by the Special Servicer, and is hereby issuing the following Asset Review Report
Summary. 


 


	 	1.	We have performed an Asset Review on each Delinquent Loan identified by the Special Servicer and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as identified on the summary scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.


  


	 	2.	A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.


 


	 	3.	The Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.


  


	 	4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.


  





	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
        as Asset Representations Reviewer
	 	 	 
	 	By: 	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member


 






    Exhibit PP-1


     


    

  


	 	 	By:	 	 	 
	 	 	Name:	 
	 	 	Title:	 


  


1 This report is an indicative report, and the Asset
Representations Reviewer will have the ability to modify or alter the organization and content of this report, subject to compliance
with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged Information.


 


Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	
        Test failures

         

	Loan #	Loan Name	Mortgage Loan Seller	Representations

and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws
	31	Single-Purpose Entity


 


 




    Exhibit PP-2


     


    





 


EXHIBIT QQ


 


ASSET REVIEW PROCEDURES


 


Subject to the Pooling and Servicing
Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for each Delinquent Loan based on the
information provided for an Asset Review. Capitalized terms used herein and not defined herein shall have the meanings ascribed
to them in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit [ ] and the terms of the Pooling
and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representation Reviewer’s
responsibilities and duties with respect to Asset Reviews.


 


Call for Review and Collection and Inventory of
Review Materials


 


Step 1 Asset Representations
Reviewer (“ARR”) receives the following items before beginning its review from the parties specified in Section
[ ] of the Pooling and Servicing Agreement:


 


		■	Notice of Asset Review Trigger (with attachments)



 


		■	Asset Review Vote Election



 


		■	Notice of Affirmative Asset Review Vote



 


		■	List of all Delinquent Loans subject to the Asset Review



 


		■	Review Materials for each Delinquent Loan via Secure Data Room access, including the Diligence
File



 


		■	Any Unsolicited Information (if applicable)



 


Step 2 For each Delinquent Loan,
ARR inventories all Review Materials to which ARR is provided access in the Secure Data Room to determine what, if any, Review
Materials for such Delinquent Loan are missing, using the list of documents in Section [ ] through Section [ ] of
this Agreement, any comparable lists included in the related Mortgage Loan Purchase Agreement, and any closing checklist from the
origination of such Delinquent Loan, to guide its review and determination


 


Step 3 If ARR determines that
the information made available to it in the Secure Data Room with respect to any Delinquent Loan is missing any documents required
to complete an Asset Review of such Delinquent Loan, ARR shall prepare a list of such missing documents and notify [Master Servicer]
[(with respect to Non-Specially Serviced Loans)] and [Special Servicer] [(with respect to Specially Serviced Loans) or applicable
Mortgage Loan Seller] of such missing documents. If the [Master] Servicer or Special Servicer, as applicable, does not provide
such document as provided in the Pooling and Servicing Agreement, the ARR shall notify the related Mortgage Loan Seller of such
missing information


 






     Exhibit QQ-1


     


    

 


Analysis and Testing of Representations and Warranties


 


Step 4 For each Delinquent Loan
for which ARR has received all Review Materials required to complete an Asset Review of such Delinquent Loan, ARR tests such Delinquent
Loan for compliance with each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent
Loan as follows:


 


		■	ARR reviews each representation and warranty and each item included in the Review Materials applicable
or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller



 


		■	For each representation and warranty, ARR lists



 


		●	all items from the Review Materials reviewed or used in its testing of such representation and
warranty



 


		●	whether ARR has determined that there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller, and



 


		○	if so, stating the aspect of the applicable representation or warranty that does not appear to
have been true when made by the related Mortgage Loan Seller and ARR’s basis for its conclusion



 


		○	completing the Asset Review Report by setting forth, for each Delinquent Loan, the information
contemplated herein with respect to each representation and warranty



 


ARR will not attempt (and has no obligation) to determine the materiality
of any potential breach of a representation or warranty that it discovers evidence of during its review as contemplated herein.


 


ARR may contact the Special Servicer and the [Master] Servicer to
discuss the performance and servicing history and related record for all Delinquent Loans, including any analysis the Special Servicer
may have conducted with respect to the representations and warranties made by the applicable Mortgage Loan Seller with respect
to a Delinquent Loan


 






     Exhibit QQ-2


     


    

 





EXHIBIT RR


 


CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING
ACCESS TO SECURE DATA ROOM


 


[Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services – CSMC 2016-NXSR 


Email: trustadministrationgroup@wellsfargo.com]


 


		Attention:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-NXSR



 


In accordance with the requirements
for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2016 (the
“Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Asset Representations Reviewer and as Operating Advisor, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is [an authorized representative of the Asset Representations
Reviewer] [authorized at the direction of the Depositor].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data
Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing
Agreement (b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person
except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it
will only access information relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the
undersigned is deemed to have recertified that the representations above remains true and correct.



 






     Exhibit RR-1


     


    

 





		4.	[The undersigned not a Certificateholder, a beneficial owner or a prospective
purchaser of any Certificate.]*



 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


	 	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______




	 	 	 
	[Credit Suisse Commercial Mortgage
Securities Corp., as Depositor]*	 
	 	 	 
	By: 	 	 
	 	[Name]	 
	 	[Title]	 


 





 



 


*     Required to the
extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the Secure
Data Room.


 






     Exhibit RR-2


     


    

 





EXHIBIT SS


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION
OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	
        [Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: CSMC 2016-NXSR Asset Manager 

        E-mail: commercial.servicing@wellsfargo.com]
	 	
        Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CSMC 2016-NXSR-Surveillance Manager 

        Email: cmbs.notices@parkbridgefinancial.com

	 	 	 
	[Torchlight Loan Services, LLC

475 Fifth Avenue

New York, New York 10017

Attention: Jacob M. K. Baron]	 	 
	 	 	 


		Attention:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-NXSR



 


In accordance with Section 12.01(a)
of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, [Wells Fargo Bank, National Association], as Master
Servicer, [Torchlight Loan Services, LLC], as Special Servicer, [Wells Fargo Bank, National Association], as Certificate Administrator,
[Wilmington Trust, National Association], as Trustee, and [Park Bridge Lender Services LLC], as Asset Representations Reviewer
and as Operating Advisor, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


		1.	_____  An additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____  A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____ An Asset Review Trigger has ceased to exist.





(check all that apply)


 


Capitalized terms used but not defined
herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






     Exhibit SS-1


     


    

 








	 	 	 
	 	Wells Fargo Bank, National Association, as
Certificate Administrator for the Holders of the CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2016-NXSR
	 	 	 
	 	By: 	 
	 	 	[Name]
	 	 	[Title]








 






     Exhibit SS-2


     


    

 


EXHIBIT TT


 


FORM OF NOTICE OF EXCHANGE OF THE EXCHANGEABLE GROUPS
OF CERTIFICATES


 


[Date]


 


[Certificateholder Letterhead]


 


Wells Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust Services


CSMC 2016-NXSR Commercial Mortgage Trust


 


		Re:	CSMC 2016-NXSR Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-NXSR



 


Ladies and Gentlemen:


 


Pursuant to the terms of the Pooling
and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), entered into
and executed in connection with the above referenced transaction, we hereby (i) certify that as of the date above, the undersigned
is the beneficial owner of the Exchangeable Group of Certificates described on the attached Schedule I, is duly authorized to deliver
this notice to the Certificate Administrator and that such power has not been granted or assigned to any other Person and the Certificate
Administrator may conclusively rely upon this notice and (ii) give notice of our intent to present and surrender the Exchangeable
Group of Certificates specified on Schedule I attached hereto and all of our right, title and interest in and to such Certificates,
including all payments of interest thereon received after [____] [__], 20[__], in exchange for the corresponding Certificates specified
on Schedule I attached hereto. We propose an Exchange Date of [______].


 


We agree that upon such exchange, our interests in the portions
of the Certificates surrendered in exchange shall be reduced and our interest in the portion of the Certificate received in such
exchange shall be increased.


 


[[If Applicable] Our Depository participant number
is [________].]


 


Capitalized terms used in this notice but not defined herein
have the meanings assigned to them in the Pooling and Servicing Agreement.


 






     Exhibit TT-1


     


    

 





Sincerely,


 


[_____________] 





	 	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 


 


[Medallion Stamp Guarantee]


 






     Exhibit TT-2


     


    

 





Schedule I to Exhibit TT


 


	
        Certificates to be Surrendered
	 	
        Certificates to be Received


	 	 	 
	
        CUSIP
	 	
        Outstanding Certificate
Balance
	 	
        Initial Certificate Balance
	 	
        CUSIP

	 	 	 	 	 	 	 





 






     Exhibit TT-3


     


    

 


EXHIBIT UU


 


REMIC DECLARATION FOR VININGS VILLAGE MORTGAGE LOAN


 


[SEE ATTACHED]


 






     Exhibit UU-1


     


    

 


 





REMIC
DECLARATION


 


This
REMIC Declaration, made this 2nd  day
of November, 2016, by Pillar
Multifamily LLC (the “Lender”).


 


 


W I
T N E S S E T H:


 


WHEREAS,
the Lender made a mortgage loan to LBV
Smyrna Retail LLC, Vinings
Investors LLC, Michael WB LLC, MS Vinings
LLC, and RZ
Vinings LLC (collectively the “Borrower”),
in the original principal amount of $11,200,000 (the
“Loan”) evidenced by a Promissory Note
dated November 10, 2015 (as amended or
modified from time to time, the “Note”),
with an original principal amount of $11,200,000;


 


WHEREAS,
the Loan is secured by, among other things,
a first priority Deed of Trust,
Assignment of Leases and Rents,
Security Agreement and Fixture Filing dated as
of November 10, 2015 (the
“Mortgage”), by the Borrower for the benefit
of the Lender covering the land and improvements
described in the Mortgage (collectively, the “Mortgaged
Property”);


 


WHEREAS,
the Loan is evidenced by
the Note, the Mortgage and any
and all documents and instruments now or hereafter
executed in connection with the Loan
(collectively referred to as the “Loan
Documents”);


 


WHEREAS,
the Lender desires to declare the terms
and conditions upon which this segregated
asset pool consisting of the Loan will
be treated as a real estate mortgage investment
conduit (“REMIC”) for purposes of the Internal Revenue Code
of 1986, as amended (the “Code”);


 


WHEREAS,
Lender, and its successors or assigns,
may transfer the Note, the Regular Interest and
the Residual Interest (each, as defined below), in such
REMIC to a trustee (the “Trustee”) under a related
Pooling and Servicing Agreement (the “PSA”) in connection
with a securitization of the Loan;


 


NOW,
THEREFORE, the undersigned declares and agrees
as follows:


 


1.                 
The undersigned, or its successors
or assigns shall elect, or
shall cause any assignee of the
Loan, including a Trustee, to elect,
to treat the Loan and
all proceeds thereof or any real or personal
property acquired with respect thereto as a REMIC
on the first federal income tax return of such REMIC
for its short first taxable year ending
2016. Lender, as prior owner of
the Loan for federal income tax purposes, shall
segregate the Loan on its books, disclaim
any ownership thereof for federal income
tax purposes, and no longer
treat itself as owning the Loan for federal income tax
purposes. Further, Lender shall note in its U.S.
tax books and records, if any, that
it has transferred the Loan to the REMIC
created hereby.


 


2.                 
There is hereby issued a regular
interest in the REMIC (the “Regular Interest”) having a
principal balance of $11,200,000 as of
the date hereof and an interest rate
equal to the interest rate of the Note,
plus default interest as and when payable under the terms
of the Note. The Regular Interest shall
be uncertificated, and ownership thereof shall
be evidenced


 






     


     


    







 


by
ownership of the Note or,
upon acquisition of the Mortgaged Property, by
ownership of the Mortgaged Property.
The Regular Interest may not be transferred
separately from the Note. The Regular Interest shall pay principal
and interest on the dates and in the manner
provided in the Note and related documents governing
the Loan. The holder of the Regular Interest
shall be entitled to receive any
prepayment premium or yield maintenance
charge or similar liquidated damages amount payable by
the Borrower with respect to the Note. All other
amounts payable in respect of the Note
(other than as provided in Section
3) shall be paid to the holder of the Regular
Interest as a payment exclusive of the Regular
Interest and not as a payment
from the REMIC.


 


3.                 
There is hereby issued
a residual interest in the REMIC (the “Residual
Interest”), which shall not be entitled to any payment
of interest, principal, prepayment premium or yield
maintenance charge or liquidated damages amount,
but shall be entitled to any
proceeds received with respect to the Mortgaged
Property acquired by foreclosure or deed
in lieu of foreclosure in excess
of amounts due under the Note,
net of expenses or, if applicable, advances,
including interest thereon. Prior to the transfer
of the Loan, the Regular Interest and
the Residual Interest to the Trustee,
the Residual Interest shall be uncertificated,
and transfer thereof may be effected
only by written notation of transfer
on a register maintained by the Lender. The
Lender shall not register any transfer
prohibited by this REMIC Declaration.
The Residual Interest shall be transferred
to the Trustee simultaneously with the
transfer of this Loan and the Regular
Interest to the Trustee and shall
be the held by Trustee
outside of any REMIC formed in the securitization.
Upon and after transfer of the Loan, the Regular Interest and the Residual
Interest to the Trustee, the Residual Interest
shall be represented by a certificate
which shall also represent one or more residual
interests issued in the securitization, and transfers thereof shall be governed
by the PSA. Except as otherwise provided
in the PSA, no transfer of the Residual Interest
may be made to, and any transferee must
furnish an affidavit to the transferor to the effect that it is not,
(i) a “disqualified organization” within the
meaning of Code Section 860E(e)(5) or
agent thereof, (ii) a person who is not
a “United States person,” within the meaning of Code
Section 7701(a)(30) or agent thereof, (iii) a person
who is a United States Person, if classified
as a partnership under the Code, if any of its
direct or indirect beneficial owners (other
than through a U.S. corporation) are (or are permitted
to be under the related partnership agreement)
not United States Persons, or (iv) a
person with respect to whom income
on the Residual Interest is attributable to
a foreign permanent establishment or fixed
base, within the meaning of an applicable income
tax treaty, of such person or any other United States
Person, and that it will not transfer the
Residual Interest to a subsequent transferee who does
not furnish a similar affidavit. Any
transfer of the Residual Interest to such
a person shall be null and void and the
prior owner shall be restored
to the ownership thereof ab initio. The
Lender, or after transfer of the Loan, the Regular
Interest and the Residual Interest to the Trustee,
the Trustee or its designee, shall be
required to furnish the information
required by Treasury Regulations Section
1.860E-2(a)(5) to the Internal Revenue Service or a person
who violates the foregoing requirements, at
such person’s expense, in accordance with such regulation.


 


4.                 
The “startup day” of the REMIC,
within the meaning of Code Section 860G(a)(9) and Treasury Regulations Section
1.860G-2(k), is November 2, 2016. The
“latest possible maturity date” of the Regular Interest, within
the meaning of Treasury Regulations


 






     


     


    







 


Section
1.860G-1(a)(4)(iii), is December 6, 2025, the maturity date of the Loan.
The REMIC shall be liquidated only in
a “qualified liquidation” as defined
in Code Section 860F(a)(4).


 


5.                 
The Lender or any permitted assignee
of the Residual Interest or, upon transfer
of the Note, the Regular Interest and
the Residual Interest to the Trustee
(for so long as held by the Trustee
under the PSA), the Trustee, shall prepare,
sign and file, or cause to be
prepared, signed and filed, in a timely manner,
a U.S. Real Estate Mortgage Investment Conduit (REMIC)
Income Tax Return (Form 1066) and
the Information Return for Real Estate Mortgage Investment Conduits (REMICs)
and Issuers of Collateralized Debt Obligations (Form 8811) and
prepare and file or cause to be prepared and filed with the Internal
Revenue Service and applicable state or local tax authorities income tax or
information returns for each taxable year with
respect to the REMIC, using the calendar year as
the taxable year and the accrual method
of accounting, containing such
information and at the times and in the manner
as may be required by
the Code or state or local tax laws, regulations,
or rules (including but not limited to,
Treasury Regulations Sections 1.860D-1(b)(5)(ii) and 1.860E-2(a)(5)) and shall furnish
or cause to be furnished to the holders
of the Regular Interest and the Residual Interest
the schedules, statements or information at
such times and in such manner as may
be required thereby. Unless the Trustee
is obligated to do so under the PSA,
the holder of the Residual Interest shall obtain a taxpayer
identification number for the REMIC by
filing Form SS-4 in connection with this
REMIC Declaration within 30 days of
the startup day, and upon transfer of the Note,
the Regular Interest and the Residual Interest
to the Trustee, shall notify the Trustee of such
taxpayer identification number. If applicable, the Lender
hereby expressly authorizes the Trustee
to prepare, sign and file, or cause to
be prepared, signed and filed, as its
agent, such Form 1066 for the portion
of the taxable year of the REMIC prior
to the transfer of the Loan, the Regular Interest
and the Residual Interest to the Trustee.


 


6.                 
Subject to Section 9 hereof, the
holders of the Regular Interest, Residual Interest
and the Trustee shall each ensure, to the extent it is within
the power of such persons to do so:


 


		a.	That no interest
in the REMIC shall be created other than
the Regular Interest and the Residual Interest;



 


		b.	That substantially all
of the assets of the REMIC be maintained
at all times as, and that the REMIC receive no income
from assets other than, “qualified mortgages” and “permitted investments” within the meaning
of Code Section 860G(a)(3) and (5);



 


		c.	That the REMIC
does not receive any fee or other
compensation for the performance of services;



 


		d.	That no asset
of the REMIC shall be disposed of other
than pursuant to Code Section 860F(a)(2)(A)
or (D) and that the Loan
shall not be modified in any manner
that would be a “significant modification”
within the meaning of Treasury Regulations Section 1.860G-2(b);



 






     


     


    

 








		e.	That any “qualified
liquidation” of the REMIC comply with
Code Section 860F(a)(4);



 


		f.	That the REMIC
receive no contributions of property after
the startup day other
than as permitted by Code Section 860G(d);
and



 


		g.	That the REMIC
shall have a taxable year which is the calendar
year.



 


7.                 
If the Mortgaged Property securing
the Note is acquired by
or on behalf of the holder of the Note
pursuant to foreclosure or deed in lieu
of foreclosure, such Mortgaged Property shall be administered
so that it qualifies at all
times as “foreclosure property” within the meaning of
Code Section 860G(a)(8).


 


8.                 
The holder of the Residual Interest shall
be the “tax matters person” of the REMIC,
within the meaning of Treasury Regulations Section 1.860F-4(d), and after the
Note, the Regular Interest and the Residual
Interest are transferred to the Trustee,
such holder shall designate the Trustee as its agent
to perform all the functions of the tax
matters person.


 


9.                 
Lender shall be the initial owner
of the Regular Interest and the initial owner
of the Residual Interest. Notwithstanding any other provision
hereof, it is understood that upon and after
the transfer of the Loan, the Regular Interest
and the Residual Interest to the Trustee,
none of the Lender nor (except to the extent required
by the PSA or such successor servicing agreement, as applicable) the Trustee
shall be responsible for servicing the Note,
but instead the Note shall be serviced
in accordance with the PSA or such successor
servicing agreement.


 


10.             
The Lender represents that (a) the Note
is secured by a first lien
on real property, (b) the Loan is not
more than thirty (30) days delinquent
on the date hereof and (c) as of the
date of origination, the Loan
had a loan to value ratio less than 100%.


 


11.             
The REMIC created hereunder shall terminate
upon payment (or provision for payment) to the holders of the Regular
Interest and the Residual Interest of all
amounts required to be paid hereunder. In addition,
the holder of the Regular Interest (or,
in the event the Regular Interest has
been retired, the holder of the Residual
Interest) or such other person as set forth in the PSA may elect
to conduct a qualified liquidation of
the REMIC in accordance with Code Section 860F(a)(4).


 






     


     


    







 


The
undersigned has caused this REMIC Declaration to be executed as of this 2nd
day of November, 2016.


 





	Pillar Multifamily LLC
	 
	 
	 
	By: Paul A. Sherrington
	      Paul A. Sherrington
	      Authorized Signatory
	 




 






     


     


    







 


 





EXHIBIT VV


 


REMIC DECLARATION FOR
JAMEEL ROAD AND KIRKWOOD CENTER MORTGAGE LOAN


 


[SEE ATTACHED]


 






     Exhibit VV-1


     


    

 


 


 







REMIC
DECLARATION


 


This
REMIC Declaration, made this 2nd  day
of November, 2016, by Pillar
Multifamily LLC (the “Lender”).


 


 


W I
T N E S S E T H:


 


WHEREAS,
the Lender made a mortgage loan to Jameel
Kirkwood LLC (the “Borrower”),
in the original principal amount of $7,750,000 (the
“Loan”) evidenced by a Promissory Note
dated October 26, 2015 (as amended or modified
from time to time, the “Note”),
with an original principal amount of $7,750,000;


 


WHEREAS,
the Loan is secured by, among other things,
a first priority Deed of Trust,
Assignment of Leases and Rents,
Security Agreement and Fixture Filing dated as
of October 26, 2015 (the
“Mortgage”), by the Borrower for the benefit
of the Lender covering the land and improvements
described in the Mortgage (collectively, the “Mortgaged
Property”);


 


WHEREAS,
the Loan is evidenced by
the Note, the Mortgage and any
and all documents and instruments now or hereafter
executed in connection with the Loan
(collectively referred to as the “Loan
Documents”);


 


WHEREAS,
the Lender desires to declare the terms
and conditions upon which this segregated
asset pool consisting of the Loan will
be treated as a real estate mortgage investment
conduit (“REMIC”) for purposes of the Internal Revenue Code
of 1986, as amended (the “Code”);


 


WHEREAS,
Lender, and its successors or assigns,
may transfer the Note, the Regular Interest and
the Residual Interest (each, as defined below), in such
REMIC to a trustee (the “Trustee”) under a related
Pooling and Servicing Agreement (the “PSA”) in connection
with a securitization of the Loan;


 


NOW,
THEREFORE, the undersigned declares and agrees
as follows:


 


1.                 
The undersigned, or its successors
or assigns shall elect, or
shall cause any assignee of the
Loan, including a Trustee, to elect,
to treat the Loan and
all proceeds thereof or any real or personal
property acquired with respect thereto as a REMIC
on the first federal income tax return of such REMIC
for its short first taxable year ending
2016. Lender, as prior owner of
the Loan for federal income tax purposes, shall
segregate the Loan on its books, disclaim
any ownership thereof for federal income
tax purposes, and no longer
treat itself as owning the Loan for federal income tax
purposes. Further, Lender shall note in its U.S.
tax books and records, if any, that
it has transferred the Loan to the REMIC
created hereby.


 


2.                 
There is hereby issued a regular
interest in the REMIC (the “Regular Interest”) having a
principal balance of $7,750,000 as of
the date hereof and an interest rate
equal to the interest rate of the Note,
plus default interest as and when payable under
the terms of the Note. The Regular Interest shall be uncertificated,
and ownership thereof shall be evidenced by ownership
of the Note or, upon acquisition of the
Mortgaged Property, by ownership
of the


 






     


     


    







 


Mortgaged
Property. The Regular Interest may
not be transferred separately from the Note.
The Regular Interest shall pay principal and interest on the dates
and in the manner provided in the Note
and related documents governing the Loan. The
holder of the Regular Interest shall be entitled
to receive any prepayment
premium or yield maintenance charge or similar
liquidated damages amount payable by the Borrower
with respect to the Note. All other amounts payable in respect
of the Note (other than as provided in
Section 3) shall be paid to the holder
of the Regular Interest as a payment exclusive
of the Regular Interest and not as a
payment from the REMIC.


 


3.                 
There is hereby issued
a residual interest in the REMIC (the “Residual
Interest”), which shall not be entitled to any payment
of interest, principal, prepayment premium or yield
maintenance charge or liquidated damages amount,
but shall be entitled to any
proceeds received with respect to the Mortgaged
Property acquired by foreclosure or deed
in lieu of foreclosure in excess
of amounts due under the Note,
net of expenses or, if applicable, advances,
including interest thereon. Prior to the transfer
of the Loan, the Regular Interest and
the Residual Interest to the Trustee,
the Residual Interest shall be uncertificated,
and transfer thereof may be effected
only by written notation of transfer
on a register maintained by the Lender. The
Lender shall not register any transfer
prohibited by this REMIC Declaration.
The Residual Interest shall be transferred
to the Trustee simultaneously with the
transfer of this Loan and the Regular
Interest to the Trustee and shall
be the held by Trustee
outside of any REMIC formed in the securitization.
Upon and after transfer of the Loan, the Regular Interest and the Residual
Interest to the Trustee, the Residual Interest
shall be represented by a certificate
which shall also represent one or more residual
interests issued in the securitization, and transfers thereof shall be governed
by the PSA. Except as otherwise provided
in the PSA, no transfer of the Residual Interest
may be made to, and any transferee must
furnish an affidavit to the transferor to the effect that it is not,
(i) a “disqualified organization” within the
meaning of Code Section 860E(e)(5) or
agent thereof, (ii) a person who is not
a “United States person,” within the meaning of Code
Section 7701(a)(30) or agent thereof, (iii) a person
who is a United States Person, if classified
as a partnership under the Code, if any of its
direct or indirect beneficial owners (other
than through a U.S. corporation) are (or are permitted
to be under the related partnership agreement)
not United States Persons, or (iv) a
person with respect to whom income
on the Residual Interest is attributable to
a foreign permanent establishment or fixed
base, within the meaning of an applicable income
tax treaty, of such person or any other United States
Person, and that it will not transfer the
Residual Interest to a subsequent transferee who does
not furnish a similar affidavit. Any
transfer of the Residual Interest to such
a person shall be null and void and the
prior owner shall be restored
to the ownership thereof ab initio. The
Lender, or after transfer of the Loan, the Regular
Interest and the Residual Interest to the Trustee,
the Trustee or its designee, shall be
required to furnish the information
required by Treasury Regulations Section
1.860E-2(a)(5) to the Internal Revenue Service or a person
who violates the foregoing requirements, at
such person’s expense, in accordance with such regulation.


 


4.                 
The “startup day” of the REMIC,
within the meaning of Code Section 860G(a)(9) and Treasury Regulations Section
1.860G-2(k), is November 2, 2016. The
“latest possible maturity date” of the Regular Interest, within
the meaning of Treasury Regulations Section
1.860G-1(a)(4)(iii), is November 6, 2025, the maturity date
of the Loan. The REMIC shall be liquidated
only in a “qualified liquidation” as
defined in Code Section 860F(a)(4).


 






     


     


    







 


5.                 
The Lender or any permitted assignee
of the Residual Interest or, upon transfer
of the Note, the Regular Interest and
the Residual Interest to the Trustee
(for so long as held by the Trustee
under the PSA), the Trustee, shall prepare,
sign and file, or cause to be
prepared, signed and filed, in a timely manner,
a U.S. Real Estate Mortgage Investment Conduit (REMIC)
Income Tax Return (Form 1066) and
the Information Return for Real Estate Mortgage Investment Conduits (REMICs)
and Issuers of Collateralized Debt Obligations (Form 8811) and
prepare and file or cause to be prepared and filed with the Internal
Revenue Service and applicable state or local tax authorities income tax or
information returns for each taxable year with
respect to the REMIC, using the calendar year as
the taxable year and the accrual
method of accounting, containing
such information and at the times and
in the manner as may be required
by the Code or state or local
tax laws, regulations, or rules (including but not limited
to, Treasury Regulations Sections 1.860D-1(b)(5)(ii) and 1.860E-2(a)(5)) and shall furnish
or cause to be furnished to the holders
of the Regular Interest and the Residual Interest
the schedules, statements or information at
such times and in such manner as may
be required thereby. Unless the Trustee
is obligated to do so under the PSA,
the holder of the Residual Interest shall obtain a taxpayer
identification number for the REMIC by
filing Form SS-4 in connection with this
REMIC Declaration within 30 days of
the startup day, and upon transfer of the Note,
the Regular Interest and the Residual Interest
to the Trustee, shall notify the Trustee of such
taxpayer identification number. If applicable, the Lender
hereby expressly authorizes the Trustee
to prepare, sign and file, or cause to
be prepared, signed and filed, as its
agent, such Form 1066 for the portion
of the taxable year of the REMIC prior
to the transfer of the Loan, the Regular Interest
and the Residual Interest to the Trustee.


 


6.                 
Subject to Section 9 hereof, the
holders of the Regular Interest, Residual Interest
and the Trustee shall each ensure, to the extent it is within
the power of such persons to do so:


 


		a.	That no interest
in the REMIC shall be created other than
the Regular Interest and the Residual Interest;



 


		b.	That substantially all
of the assets of the REMIC be maintained
at all times as, and that the REMIC receive no income
from assets other than, “qualified mortgages” and “permitted investments” within the meaning
of Code Section 860G(a)(3) and (5);



 


		c.	That the REMIC
does not receive any fee or other
compensation for the performance of services;



 


		d.	That no asset
of the REMIC shall be disposed of other
than pursuant to Code Section 860F(a)(2)(A)
or (D) and that the Loan
shall not be modified in any manner
that would be a “significant modification”
within the meaning of Treasury Regulations Section 1.860G-2(b);



 


		e.	That any “qualified
liquidation” of the REMIC comply with
Code Section 860F(a)(4);



 






     


     


    

 








		f.	That the REMIC
receive no contributions of property after
the startup day other
than as permitted by Code Section 860G(d);
and



 


		g.	That the REMIC
shall have a taxable year which is the calendar
year.



 


7.                 
If the Mortgaged Property securing
the Note is acquired by
or on behalf of the holder of the Note
pursuant to foreclosure or deed in lieu
of foreclosure, such Mortgaged Property shall be administered
so that it qualifies at all
times as “foreclosure property” within the meaning of
Code Section 860G(a)(8).


 


8.                 
The holder of the Residual Interest shall
be the “tax matters person” of the REMIC,
within the meaning of Treasury Regulations Section 1.860F-4(d), and after the
Note, the Regular Interest and the Residual
Interest are transferred to the Trustee,
such holder shall designate the Trustee as its agent
to perform all the functions of the tax
matters person.


 


9.                 
Lender shall be the initial owner
of the Regular Interest and the initial owner
of the Residual Interest. Notwithstanding any other provision
hereof, it is understood that upon and after
the transfer of the Loan, the Regular Interest
and the Residual Interest to the Trustee,
none of the Lender nor (except to the extent required
by the PSA or such successor servicing agreement, as applicable) the Trustee
shall be responsible for servicing the Note,
but instead the Note shall be serviced
in accordance with the PSA or such successor
servicing agreement.


 


10.             
The Lender represents that (a) the Note
is secured by a first lien
on real property, (b) the Loan is not
more than thirty (30) days delinquent
on the date hereof and (c) as of the
date of origination, the Loan
had a loan to value ratio less than 100%.


 


11.             
The REMIC created hereunder shall terminate
upon payment (or provision for payment) to the holders of the Regular
Interest and the Residual Interest of all
amounts required to be paid hereunder. In addition,
the holder of the Regular Interest (or,
in the event the Regular Interest has
been retired, the holder of the Residual
Interest) or such other person as set forth in the PSA may elect
to conduct a qualified liquidation of
the REMIC in accordance with Code Section 860F(a)(4).


 






     


     


    







The
undersigned has caused this REMIC Declaration to be executed as of this 2nd
day of November, 2016.


 


	Pillar Multifamily LLC
	 
	 
	 
	By: Paul A. Sherrington
	      Paul A. Sherrington
	      Authorized Signatory
	 















     


     


    



 


 





SCHEDULE
1


 


Mortgage Loans
with Additional Debt


 


		1.	Novo Nordisk






		2.	Rentar Plaza






		3.	Gurnee Mills






		4.	QLIC






		5.	Wolfchase Galleria






		6.	Federal Way Crossings






		7.	Greenwich Office Park






		8.	MY Portfolio






		9.	681 Fifth Avenue



 






     Schedule 1-1


     


    

 





SCHEDULE
2


 


CLass A-SB
Planned Principal Balance Schedule


 


[See Annex E to the Prospectus]


 






     Schedule 2-1


     


    

 





SCHEDULE
3


 


Mortgage Loans
With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves exceeding 10% of the initial
principal balance


 


	Loan

 No.	Loan Name	Reserve Type	Initial Reserve

 Balance
	1	Novo Nordisk	Future Funding Obligation	$39,580,000
	 	 	 	 
	 	 	 	 
	 	 	 	 





 






     Schedule 3-1


     


    

 


SCHEDULE
4


 


mortgage loan
subject to loan seller defeasance rights and obligations


 


		1.	Novo Nordisk



 


		2.	Rentar Plaza



 


		3.	Gurnee Mills



 


		4.	QLIC



 


		5.	Embassy Suites – Hillsboro



 


		6.	Wolfchase Galleria



 


		7.	Federal Way Crossings



 


		8.	Greenwich Office Park



 


		9.	Great Falls Marketplace



 


		10.	MY Portfolio



 


		11.	681 Fifth Avenue



 


		12.	Courtyard Cromwell



 


		13.	Sterling Jewelers Corporate HQ III



 


		14.	Shelby Air Park



 


		15.	Vinings Village



 


		16.	Best Western O’Hare



 


		17.	Fedex Plaza



 


		18.	The Storage Depot-Bordentown



 


		19.	The Storage Depot-Westville



 


		20.	Jameel Road & Kirkwood Center



 


		21.	Best Western Plus Atlanta Airport-East



 


		22.	The Charles Hotel



 






     Schedule 4-1


     


    

 


		23.	Wilmington Industrial Park



 


		24.	Windmill Lakes Center



 


		25.	Best Western Salt Lake City



 


		26.	534 Flatbush Ave-Brooklyn



 


		27.	Northridge Palm Apartment



 


		28.	Best Western Battleground



 


		29.	Oak Court Apartments



 


		30.	Colonial Terrace



 






     Schedule 4-2